Item 16. Form 10-K Summary

None.

EXHIBIT INDEX

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

Exhibit		Description		Location
3.1		Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004.		Included as Exhibit 3.1 to Equity Residential’s Form 10-K for the year ended December 31, 2004.
3.2		Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015.		Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015.
3.3		First Amendment to Eighth Amended and Restated Bylaws of Equity Residential, dated November 20, 2017.		Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on November 20, 2017.
3.4		Sixth Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership dated as of March 12, 2009.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 12, 2009, filed on March 18, 2009.
4.1		Description of Equity Residential Common Shares Registered Under Section 12 of the Securities Exchange Act of 1934.		Attached herein.
4.2		Description of ERP Operating Limited Partnership Notes Registered Under Section 12 of the Securities Exchange Act of 1934.		Attached herein.
4.3		Description of ERP Operating Limited Partnership OP Units Registered Under Section 12 of the Securities Exchange Act of 1934.		Attached herein.
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. **
4.5		First Supplemental Indenture to Indenture, dated as of September 9, 2004.		Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
4.6		Second Supplemental Indenture to Indenture, dated as of August 23, 2006.		Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
4.7		Third Supplemental Indenture to Indenture, dated as of June 4, 2007.		Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
4.8		Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.		Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.9		Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016.		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.
4.10		Form of 4.625% Note due December 15, 2021.		Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.11		Form of 3.00% Note due April 15, 2023.		Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated April 3, 2013, filed on April 8, 2013.
4.12		Form of 3.375% Note due June 1, 2025.		Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
4.13		Terms Agreement regarding 7.57% Notes due August 15, 2026.		Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996.
4.14		Form of 2.850% Note due November 1, 2026.		Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016.
4.15		Form of 3.250% Note due August 1, 2027.		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.
4.16		Form of 3.500% Note due March 1, 2028.		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.

4.17		Form of 4.150% Note due December 1, 2028.		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.
4.18		Form of 3.000% Note due July 1, 2029.		Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 17, 2019, filed on June 20, 2019.
4.19		Form of 2.500% Note due February 15, 2030.		Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 20, 2019, filed on August 22, 2019.
4.20		Form of 4.500% Note due July 1, 2044.		Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
4.21		Form of 4.500% Note due June 1, 2045.		Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
4.22		Form of 4.000% Note due August 1, 2047.		Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017.
10.1	*	Noncompetition Agreement (Zell).		Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158. **
10.2	*	Noncompetition Agreement (Spector).		Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158. **
10.3	*	Form of Noncompetition Agreement (other officers).		Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158. **
10.4		Revolving Credit Agreement, dated as of November 1, 2019, among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, and the financial institutions party thereto.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 1, 2019, filed on November 4, 2019.
10.5		Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.		Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999.
10.6	*	Equity Residential 2019 Share Incentive Plan.		Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 27, 2019, filed on July 1, 2019.
10.7	*	Equity Residential 2011 Share Incentive Plan.		Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011.
10.8	*	First Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.9	*	Second Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.10	*	Third Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014.
10.11	*	Fourth Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
10.12	*	Fifth Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2016.
10.13	*	Sixth Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.18 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2016.
10.14	*	Seventh Amendment to 2011 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2017.
10.15	*	Equity Residential Second Restated 2002 Share Incentive Plan dated December 10, 2008.		Included as Exhibit 10.15 to Equity Residential's Form 10-K for the year ended December 31, 2008.

10.16	*	First Amendment to Second Restated 2002 Share Incentive Plan.		Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2010.
10.17	*	Second Amendment to Second Restated 2002 Share Incentive Plan.		Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended June 30, 2011.
10.18	*	Third Amendment to Second Restated 2002 Share Incentive Plan.		Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.19	*	Fourth Amendment to Second Restated 2002 Share Incentive Plan.		Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.20	*	Form of 2018 Long-Term Incentive Plan Award Agreement.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2018.
10.21	*	Form of Change in Control/Severance Agreement between the Company and other executive officers.		Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.22	*	Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.		Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009.
10.23	*	Form of Indemnification Agreement between the Company and each trustee and executive officer.		Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003.
10.24	*	Form of Letter Agreement between Equity Residential and Alan W. George.		Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2008.
10.25	*	Form of Executive Retirement Benefits Agreement.		Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006.
10.26	*	Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.		Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.27	*	Rule of 70 Retirement Agreement, dated February 28, 2018, by and between Equity Residential and David S. Santee.		Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2018.
10.28	*	Age 62 Retirement Agreement, dated September 4, 2018, by and between Equity Residential and David J. Neithercut.		Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2018.
10.29	*	The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective April 1, 2017.		Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2017.
10.30	*	The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005.		Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008.
10.31		Distribution Agreement, dated June 6, 2019, among the Company, the Operating Partnership, JPMorgan Chase Bank, National Association, London Branch, J.P. Morgan Securities LLC, Barclays Bank PLC, Barclays Capital Inc., Bank of America, N.A., BofA Securities, Inc., The Bank of New York Mellon, BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, MUFG Securities Americas Inc., The Bank of Nova Scotia, Scotia Capital (USA) Inc., UBS AG, London Branch and UBS Securities LLC.		Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on June 6, 2019.
10.32		Form of Master Forward Sale Confirmation.		Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on June 6, 2019.
10.33		Archstone Residual JV, LLC Limited Liability Company Agreement.		Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.34		Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.		Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.35		Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.		Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.

10.36		Legacy Holdings JV, LLC Limited Liability Company Agreement.		Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
21		List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership.		Attached herein.
23.1		Consent of Ernst & Young LLP - Equity Residential.		Attached herein.
23.2		Consent of Ernst & Young LLP - ERP Operating Limited Partnership.		Attached herein.
24		Power of Attorney.		See the signature page to this report.
31.1		Equity Residential - Certification of Mark J. Parrell, Chief Executive Officer.		Attached herein.
31.2		Equity Residential - Certification of Robert A. Garechana, Chief Financial Officer.		Attached herein.
31.3		ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Executive Officer of Registrant's General Partner.		Attached herein.
31.4		ERP Operating Limited Partnership - Certification of Robert A. Garechana, Chief Financial Officer of Registrant's General Partner.		Attached herein.
32.1		Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company.		Attached herein.
32.2		Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of the Company.		Attached herein.
32.3		ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of Registrant's General Partner.		Attached herein.
32.4		ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of Registrant's General Partner.		Attached herein.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

**Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T.

SIGNATURES

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

		EQUITY RESIDENTIAL
		By:		/s/ Mark J. Parrell
				Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer)
		Date:		February 20, 2020
		ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER
		By:		/s/ Mark J. Parrell
				Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer)
		Date:		February 20, 2020

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

POWER OF ATTORNEY

KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark J. Parrell, Robert A. Garechana and Ian S. Kaufman, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the company’s filing of an annual report on Form 10-K for the company’s fiscal year 2019, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a trustee or officer, or both, of the company, as indicated below opposite his or her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

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

Name		Title		Date
/s/ Mark J. Parrell		President, Chief Executive Officer and Trustee		February 20, 2020
Mark J. Parrell		(Principal Executive Officer)
/s/ Robert A. Garechana		Executive Vice President and Chief Financial Officer		February 20, 2020
Robert A. Garechana		(Principal Financial Officer)
/s/ Ian S. Kaufman		Senior Vice President and Chief Accounting Officer		February 20, 2020
Ian S. Kaufman		(Principal Accounting Officer)
/s/ Charles L. Atwood		Trustee		February 20, 2020
Charles L. Atwood
/s/ Raymond Bennett		Trustee		February 20, 2020
Raymond Bennett
/s/ Linda Walker Bynoe		Trustee		February 20, 2020
Linda Walker Bynoe
/s/ Connie K. Duckworth		Trustee		February 20, 2020
Connie K. Duckworth
/s/ Mary Kay Haben		Trustee		February 20, 2020
Mary Kay Haben
/s/ T. Zia Huque		Trustee		February 20, 2020
T. Zia Huque
/s/ Bradley A. Keywell		Trustee		February 20, 2020
Bradley A. Keywell
/s/ John E. Neal		Trustee		February 20, 2020
John E. Neal
/s/ David J. Neithercut		Trustee		February 20, 2020
David J. Neithercut
/s/ Mark S. Shapiro		Trustee		February 20, 2020
Mark S. Shapiro
/s/ Stephen E. Sterrett		Trustee		February 20, 2020
Stephen E. Sterrett
/s/ Samuel Zell		Chairman of the Board of Trustees		February 20, 2020
Samuel Zell

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

		PAGE
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
Report of Independent Registered Public Accounting Firm on the Financial Statements (Equity Residential)		F-2 to F-3
Report of Independent Registered Public Accounting Firm on the Financial Statements (ERP Operating Limited Partnership)		F-4
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Equity Residential)		F-5
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (ERP Operating Limited Partnership)		F-6
Financial Statements of Equity Residential:
Consolidated Balance Sheets as of December 31, 2019 and 2018		F-7
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017		F-8 to F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017		F-10 to F-12
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017		F-13 to F-14
Financial Statements of ERP Operating Limited Partnership:
Consolidated Balance Sheets as of December 31, 2019 and 2018		F-15
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017		F-16 to F-17
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017		F-18 to F-20
Consolidated Statements of Changes in Capital for the years ended December 31, 2019, 2018 and 2017		F-21 to F-22
Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership		F-23 to F-56
SCHEDULE FILED AS PART OF THIS REPORT
Schedule III – Real Estate and Accumulated Depreciation of Equity Residential and ERP Operating Limited Partnership		S-1 to S-12

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Equity Residential

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Equity Residential (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases effective January 1, 2019.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

F-2

	Impairment of Long-Lived Assets
Description of the Matter	At December 31, 2019, the Company’s net investment in real estate was approximately $20.3 billion. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, including its investment in real estate, for impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount. Auditing the Company's process to evaluate long-lived assets for impairment was complex due to a high degree of subjectivity in determining whether indicators of impairment were present, and in determining the future undiscounted cash flows and estimated fair values, if necessary, of long-lived assets where impairment indicators were determined to be present. In particular, these estimates were sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses and capitalization rates, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s long-lived asset impairment evaluation and measurement process, including controls over management’s determination and review of the significant assumptions used in the analyses and described above. To test the Company’s evaluation of long-lived assets for impairment, we performed audit procedures that included, among others, evaluating the indicators of impairment identified by management and testing the significant assumptions and completeness and accuracy of operating data used by the Company in its analyses. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of certain significant assumptions as discussed above. We also involved our valuation specialist to assist in evaluating certain assumptions used, including future rental revenues and operating expenses, and capitalization rates.

		/s/ ERNST & YOUNG LLP
		ERNST & YOUNG LLP
We have served as the Company’s auditor since 1996.
Chicago, Illinois
February 20, 2020

F-3

REPORT OF INDEPENDENT REGIST****ERED PUBLIC ACCOUNTING FIRM

To the Partners

ERP Operating Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the Operating Partnership) as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Operating Partnership changed its method of accounting for leases effective January 1, 2019.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

		/s/ ERNST & YOUNG LLP
		ERNST & YOUNG LLP
We have served as the Operating Partnership’s auditor since 1996.
Chicago, Illinois
February 20, 2020

F-4

REPORT OF INDEPENDENT REGISTE****RED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Equity Residential

Opinion on Internal Control over Financial Reporting

We have audited Equity Residential’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Equity Residential (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

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

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

		/s/ ERNST & YOUNG LLP
		ERNST & YOUNG LLP
Chicago, Illinois
February 20, 2020

F-5

REPORT OF INDEPENDENT REGISTE****RED PUBLIC ACCOUNTING FIRM

To the Partners

ERP Operating Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited ERP Operating Limited Partnership’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ERP Operating Limited Partnership (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Operating Partnership as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

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

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

		/s/ ERNST & YOUNG LLP
		ERNST & YOUNG LLP
Chicago, Illinois
February 20, 2020

F-6

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

		December 31,				December 31,
		2019				2018
ASSETS
Land		$	5,936,188			$	5,875,803
Depreciable property			21,319,101				20,435,901
Projects under development			181,630				109,409
Land held for development			96,688				89,909
Investment in real estate			27,533,607				26,511,022
Accumulated depreciation			(7,276,786	)			(6,696,281	)
Investment in real estate, net			20,256,821				19,814,741
Investments in unconsolidated entities			52,238				58,349
Cash and cash equivalents			45,753				47,442
Restricted deposits			71,246				68,871
Right-of-use assets			512,774				—
Other assets			233,937				404,806
Total assets		$	21,172,769			$	20,394,209
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net		$	1,941,610			$	2,385,470
Notes, net			6,077,513				5,933,286
Line of credit and commercial paper			1,017,833				499,183
Accounts payable and accrued expenses			94,350				102,471
Accrued interest payable			66,852				62,622
Lease liabilities			331,334				—
Other liabilities			346,963				358,563
Security deposits			70,062				67,258
Distributions payable			218,326				206,601
Total liabilities			10,164,843				9,615,454
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership			463,400				379,106
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 745,600 shares issued and outstanding as of December 31, 2019 and December 31, 2018			37,280				37,280
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 371,670,884 shares issued and outstanding as of December 31, 2019 and 369,405,161 shares issued and outstanding as of December 31, 2018			3,717				3,694
Paid in capital			8,965,577				8,935,453
Retained earnings			1,386,495				1,261,763
Accumulated other comprehensive income (loss)			(77,563	)			(64,986	)
Total shareholders’ equity			10,315,506				10,173,204
Noncontrolling Interests:
Operating Partnership			227,837				228,738
Partially Owned Properties			1,183				(2,293	)
Total Noncontrolling Interests			229,020				226,445
Total equity			10,544,526				10,399,649
Total liabilities and equity		$	21,172,769			$	20,394,209

See accompanying notes

F-7

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

		Year Ended December 31,
		2019				2018				2017
REVENUES
Rental income		$	2,700,691			$	2,577,681			$	2,470,689
Fee and asset management			384				753				717
Total revenues			2,701,075				2,578,434				2,471,406
EXPENSES
Property and maintenance			446,845				429,335				405,281
Real estate taxes and insurance			366,139				357,814				335,495
Property management			95,344				92,485				85,493
General and administrative			52,757				53,813				52,224
Depreciation			831,083				785,725				743,749
Total expenses			1,792,168				1,719,172				1,622,242
Net gain (loss) on sales of real estate properties			447,637				256,810				157,057
Impairment			—				(702	)			(1,693	)
Operating income			1,356,544				1,115,370				1,004,528
Interest and other income			2,817				15,317				6,136
Other expenses			(18,177	)			(17,267	)			(5,186	)
Interest:
Expense incurred, net			(390,076	)			(413,360	)			(383,890	)
Amortization of deferred financing costs			(11,670	)			(11,310	)			(8,526	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels			939,438				688,750				613,062
Income and other tax (expense) benefit			2,281				(878	)			(478	)
Income (loss) from investments in unconsolidated entities			65,945				(3,667	)			(3,370	)
Net gain (loss) on sales of land parcels			2,044				987				19,167
Net income			1,009,708				685,192				628,381
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership			(36,034	)			(24,939	)			(22,604	)
Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Net income attributable to controlling interests			970,377				657,535				603,454
Preferred distributions			(3,090	)			(3,090	)			(3,091	)
Net income available to Common Shares		$	967,287			$	654,445			$	600,363
Earnings per share – basic:
Net income available to Common Shares		$	2.61			$	1.78			$	1.64
Weighted average Common Shares outstanding			370,461				368,052				366,968
Earnings per share – diluted:
Net income available to Common Shares		$	2.60			$	1.77			$	1.63
Weighted average Common Shares outstanding			386,333				383,695				382,678

See accompanying notes

F-8

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

		Year Ended December 31,
		2019				2018				2017
Comprehensive income:
Net income		$	1,009,708			$	685,192			$	628,381
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year			(33,765	)			5,174				6,439
Losses reclassified into earnings from other comprehensive income			21,188				18,452				18,858
Other comprehensive income (loss)			(12,577	)			23,626				25,297
Comprehensive income			997,131				708,818				653,678
Comprehensive (income) attributable to Noncontrolling Interests			(38,872	)			(28,526	)			(25,845	)
Comprehensive income attributable to controlling interests		$	958,259			$	680,292			$	627,833

See accompanying notes

F-9

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,009,708			$	685,192			$	628,381
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			831,083				785,725				743,749
Amortization of deferred financing costs			11,670				11,310				8,526
Amortization of above/below market lease intangibles			(71	)			4,392				3,828
Amortization of discounts and premiums on debt			11,780				22,781				3,536
Amortization of deferred settlements on derivative instruments			21,176				18,440				18,847
Amortization of right-of-use assets			11,764				—				—
Impairment			—				702				1,693
Write-off of pursuit costs			5,529				4,450				3,106
(Income) loss from investments in unconsolidated entities			(65,945	)			3,667				3,370
Distributions from unconsolidated entities – return on capital			2,621				2,492				2,632
Net (gain) loss on sales of real estate properties			(447,637	)			(256,810	)			(157,057	)
Net (gain) loss on sales of land parcels			(2,044	)			(987	)			(19,167	)
Net (gain) loss on debt extinguishment			13,647				22,110				12,258
Realized/unrealized (gain) loss on derivative instruments			—				50				—
Compensation paid with Company Common Shares			24,449				27,132				24,997
Other operating activities, net			(287	)			—				—
Changes in assets and liabilities:
(Increase) decrease in other assets			6,278				4,097				(449	)
Increase (decrease) in accounts payable and accrued expenses			5,116				(1,862	)			11,532
Increase (decrease) in accrued interest payable			4,230				4,587				(2,911	)
Increase (decrease) in lease liabilities			(2,269	)			—				—
Increase (decrease) in other liabilities			13,382				16,578				(23,468	)
Increase (decrease) in security deposits			2,804				2,249				2,385
Net cash provided by operating activities			1,456,984				1,356,295				1,265,788
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions			(1,518,878	)			(708,092	)			(466,394	)
Investment in real estate – development/other			(195,692	)			(154,431	)			(276,382	)
Capital expenditures to real estate			(178,423	)			(188,501	)			(202,607	)
Non-real estate capital additions			(4,955	)			(4,505	)			(1,506	)
Interest capitalized for real estate under development			(6,884	)			(6,260	)			(26,290	)
Proceeds from disposition of real estate, net			1,064,619				691,526				384,583
Investments in unconsolidated entities			(9,604	)			(6,571	)			(6,034	)
Distributions from unconsolidated entities – return of capital			78,262				—				334
Purchase of investment securities and other investments			(269	)			—				—
Net cash provided by (used for) investing activities			(771,824	)			(376,834	)			(594,296	)

See accompanying notes

F-10

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs		$	(19,812	)		$	(8,583	)		$	(6,289	)
Mortgage notes payable, net:
Proceeds			295,771				96,935				—
Lump sum payoffs			(743,021	)			(1,347,939	)			(493,420	)
Scheduled principal repayments			(6,808	)			(6,629	)			(10,704	)
Net gain (loss) on debt extinguishment			(3,381	)			(22,110	)			(12,258	)
Notes, net:
Proceeds			1,194,468				896,294				692,466
Lump sum payoffs			(1,050,000	)			—				(497,975	)
Net gain (loss) on debt extinguishment			(10,266	)			—				—
Line of credit and commercial paper:
Line of credit proceeds			6,010,000				3,805,000				1,845,000
Line of credit repayments			(5,990,000	)			(3,805,000	)			(1,845,000	)
Commercial paper proceeds			15,944,800				14,030,926				5,066,509
Commercial paper repayments			(15,446,150	)			(13,831,500	)			(4,786,750	)
Proceeds from (payments on) settlement of derivative instruments			(41,616	)			18,118				1,295
Prepaid finance ground lease			(34,734	)			—				—
Proceeds from Employee Share Purchase Plan (ESPP)			3,116				3,879				3,744
Proceeds from exercise of options			77,785				30,655				31,596
Payment of offering costs			(991	)			(27	)			(51	)
Other financing activities, net			(80	)			(78	)			(63	)
Acquisition of Noncontrolling Interests – Partially Owned Properties			—				(13	)			—
Contributions – Noncontrolling Interests – Partially Owned Properties			7,337				125				125
Contributions – Noncontrolling Interests – Operating Partnership			2				1				—
Distributions:
Common Shares			(831,111	)			(782,122	)			(739,375	)
Preferred Shares			(3,090	)			(3,863	)			(3,091	)
Noncontrolling Interests – Operating Partnership			(29,615	)			(28,226	)			(27,291	)
Noncontrolling Interests – Partially Owned Properties			(7,078	)			(9,753	)			(8,286	)
Net cash provided by (used for) financing activities			(684,474	)			(963,910	)			(789,818	)
Net increase (decrease) in cash and cash equivalents and restricted deposits			686				15,551				(118,326	)
Cash and cash equivalents and restricted deposits, beginning of year			116,313				100,762				219,088
Cash and cash equivalents and restricted deposits, end of year		$	116,999			$	116,313			$	100,762
Cash and cash equivalents and restricted deposits, end of year
Cash and cash equivalents		$	45,753			$	47,442			$	50,647
Restricted deposits			71,246				68,871				50,115
Total cash and cash equivalents and restricted deposits, end of year		$	116,999			$	116,313			$	100,762

See accompanying notes

F-11

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized		$	342,048			$	358,156			$	360,273
Net cash paid (received) for income and other taxes		$	(585	)		$	853			$	640
Amortization of deferred financing costs:
Investment in real estate, net		$	(120	)		$	—			$	—
Other assets		$	2,987			$	2,412			$	2,412
Mortgage notes payable, net		$	3,934			$	4,792			$	2,493
Notes, net		$	4,869			$	4,106			$	3,621
Amortization of discounts and premiums on debt:
Mortgage notes payable, net		$	8,618			$	20,144			$	1,172
Notes, net		$	3,162			$	2,637			$	2,364
Amortization of deferred settlements on derivative instruments:
Other liabilities		$	(12	)		$	(12	)		$	(11	)
Accumulated other comprehensive income		$	21,188			$	18,452			$	18,858
Write-off of pursuit costs:
Investment in real estate, net		$	5,451			$	4,364			$	2,965
Other assets		$	62			$	53			$	17
Accounts payable and accrued expenses		$	16			$	33			$	124
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities		$	(67,268	)		$	2,304			$	1,955
Other liabilities		$	1,323			$	1,363			$	1,415
Realized/unrealized (gain) loss on derivative instruments:
Other assets		$	2,002			$	(14,977	)		$	(4,582	)
Notes, net		$	2,277			$	(680	)		$	(3,454	)
Other liabilities		$	29,486			$	10,533			$	1,597
Accumulated other comprehensive income		$	(33,765	)		$	5,174			$	6,439
Investments in unconsolidated entities:
Investments in unconsolidated entities		$	(7,504	)		$	(4,891	)		$	(3,034	)
Other liabilities		$	(2,100	)		$	(1,680	)		$	(3,000	)
Debt financing costs:
Other assets		$	(6,909	)		$	(145	)		$	—
Mortgage notes payable, net		$	(2,354	)		$	(555	)		$	—
Notes, net		$	(10,549	)		$	(7,883	)		$	(6,289	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets		$	(489,517	)		$	—			$	—
Other assets		$	184,116			$	—			$	—
Lease liabilities		$	333,603			$	—			$	—
Other liabilities		$	(28,202	)		$	—			$	—
Proceeds from (payments on) settlement of derivative instruments:
Other assets		$	—			$	18,118			$	1,295
Other liabilities		$	(41,616	)		$	—			$	—

See accompanying notes

F-12

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of year		$	37,280			$	37,280			$	37,280
Balance, end of year		$	37,280			$	37,280			$	37,280
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year		$	3,694			$	3,680			$	3,659
Conversion of OP Units into Common Shares			3				1				11
Exercise of share options			17				11				8
Employee Share Purchase Plan (ESPP)			1				1				1
Share-based employee compensation expense:
Restricted shares			2				1				1
Balance, end of year		$	3,717			$	3,694			$	3,680
PAID IN CAPITAL
Balance, beginning of year		$	8,935,453			$	8,886,586			$	8,758,422
Common Share Issuance:
Conversion of OP Units into Common Shares			10,407				4,097				15,889
Exercise of share options			77,768				30,644				31,588
Employee Share Purchase Plan (ESPP)			3,115				3,878				3,743
Share-based employee compensation expense:
Restricted shares			12,436				8,257				9,776
Share options			2,675				9,734				6,835
ESPP discount			642				767				747
Offering costs			(991	)			(27	)			(51	)
Supplemental Executive Retirement Plan (SERP)			(1,675	)			(454	)			(594	)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership			(82,283	)			(13,922	)			41,916
Adjustment for Noncontrolling Interests ownership in Operating Partnership			8,030				5,893				18,315
Balance, end of year		$	8,965,577			$	8,935,453			$	8,886,586
RETAINED EARNINGS
Balance, beginning of year		$	1,261,763			$	1,403,530			$	1,543,626
Net income attributable to controlling interests			970,377				657,535				603,454
Common Share distributions			(842,555	)			(796,212	)			(740,459	)
Preferred Share distributions			(3,090	)			(3,090	)			(3,091	)
Balance, end of year		$	1,386,495			$	1,261,763			$	1,403,530
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of year		$	(64,986	)		$	(88,612	)		$	(113,909	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year			(33,765	)			5,174				6,439
Losses reclassified into earnings from other comprehensive income			21,188				18,452				18,858
Balance, end of year		$	(77,563	)		$	(64,986	)		$	(88,612	)
DISTRIBUTIONS
Distributions declared per Common Share outstanding		$	2.27			$	2.16			$	2.015

See accompanying notes

F-13

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of year		$	228,738			$	226,691			$	221,297
Issuance of restricted units to Noncontrolling Interests			2				1				—
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner			(10,410	)			(4,098	)			(15,900	)
Equity compensation associated with Noncontrolling Interests			13,410				14,009				10,523
Net income attributable to Noncontrolling Interests			36,034				24,939				22,604
Distributions to Noncontrolling Interests			(29,896	)			(28,682	)			(26,739	)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership			(2,011	)			1,771				33,221
Adjustment for Noncontrolling Interests ownership in Operating Partnership			(8,030	)			(5,893	)			(18,315	)
Balance, end of year		$	227,837			$	228,738			$	226,691
PARTIALLY OWNED PROPERTIES
Balance, beginning of year		$	(2,293	)		$	4,708			$	10,609
Net income attributable to Noncontrolling Interests			3,297				2,718				2,323
Acquisitions of Noncontrolling Interests – Partially Owned Properties			—				(13	)			—
Contributions by Noncontrolling Interests			7,337				125				125
Distributions to Noncontrolling Interests			(7,158	)			(9,831	)			(8,349	)
Balance, end of year		$	1,183			$	(2,293	)		$	4,708

See accompanying notes

F-14

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

		December 31,				December 31,
		2019				2018
ASSETS
Land		$	5,936,188			$	5,875,803
Depreciable property			21,319,101				20,435,901
Projects under development			181,630				109,409
Land held for development			96,688				89,909
Investment in real estate			27,533,607				26,511,022
Accumulated depreciation			(7,276,786	)			(6,696,281	)
Investment in real estate, net			20,256,821				19,814,741
Investments in unconsolidated entities			52,238				58,349
Cash and cash equivalents			45,753				47,442
Restricted deposits			71,246				68,871
Right-of-use assets			512,774				—
Other assets			233,937				404,806
Total assets		$	21,172,769			$	20,394,209
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net		$	1,941,610			$	2,385,470
Notes, net			6,077,513				5,933,286
Line of credit and commercial paper			1,017,833				499,183
Accounts payable and accrued expenses			94,350				102,471
Accrued interest payable			66,852				62,622
Lease liabilities			331,334				—
Other liabilities			346,963				358,563
Security deposits			70,062				67,258
Distributions payable			218,326				206,601
Total liabilities			10,164,843				9,615,454
Commitments and contingencies
Redeemable Limited Partners			463,400				379,106
Capital:
Partners’ Capital:
Preference Units			37,280				37,280
General Partner			10,355,789				10,200,910
Limited Partners			227,837				228,738
Accumulated other comprehensive income (loss)			(77,563	)			(64,986	)
Total partners’ capital			10,543,343				10,401,942
Noncontrolling Interests – Partially Owned Properties			1,183				(2,293	)
Total capital			10,544,526				10,399,649
Total liabilities and capital		$	21,172,769			$	20,394,209

See accompanying notes

F-15

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

		Year Ended December 31,
		2019				2018				2017
REVENUES
Rental income		$	2,700,691			$	2,577,681			$	2,470,689
Fee and asset management			384				753				717
Total revenues			2,701,075				2,578,434				2,471,406
EXPENSES
Property and maintenance			446,845				429,335				405,281
Real estate taxes and insurance			366,139				357,814				335,495
Property management			95,344				92,485				85,493
General and administrative			52,757				53,813				52,224
Depreciation			831,083				785,725				743,749
Total expenses			1,792,168				1,719,172				1,622,242
Net gain (loss) on sales of real estate properties			447,637				256,810				157,057
Impairment			—				(702	)			(1,693	)
Operating income			1,356,544				1,115,370				1,004,528
Interest and other income			2,817				15,317				6,136
Other expenses			(18,177	)			(17,267	)			(5,186	)
Interest:
Expense incurred, net			(390,076	)			(413,360	)			(383,890	)
Amortization of deferred financing costs			(11,670	)			(11,310	)			(8,526	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels			939,438				688,750				613,062
Income and other tax (expense) benefit			2,281				(878	)			(478	)
Income (loss) from investments in unconsolidated entities			65,945				(3,667	)			(3,370	)
Net gain (loss) on sales of land parcels			2,044				987				19,167
Net income			1,009,708				685,192				628,381
Net (income) loss attributable to Noncontrolling Interests - Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Net income attributable to controlling interests		$	1,006,411			$	682,474			$	626,058
ALLOCATION OF NET INCOME:
Preference Units		$	3,090			$	3,090			$	3,091
General Partner		$	967,287			$	654,445			$	600,363
Limited Partners			36,034				24,939				22,604
Net income available to Units		$	1,003,321			$	679,384			$	622,967
Earnings per Unit – basic:
Net income available to Units		$	2.61			$	1.78			$	1.64
Weighted average Units outstanding			383,368				380,921				379,869
Earnings per Unit – diluted:
Net income available to Units		$	2.60			$	1.77			$	1.63
Weighted average Units outstanding			386,333				383,695				382,678

See accompanying notes

F-16

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

		Year Ended December 31,
		2019				2018				2017
Comprehensive income:
Net income		$	1,009,708			$	685,192			$	628,381
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year			(33,765	)			5,174				6,439
Losses reclassified into earnings from other comprehensive income			21,188				18,452				18,858
Other comprehensive income (loss)			(12,577	)			23,626				25,297
Comprehensive income			997,131				708,818				653,678
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Comprehensive income attributable to controlling interests		$	993,834			$	706,100			$	651,355

See accompanying notes

F-17

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,009,708			$	685,192			$	628,381
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			831,083				785,725				743,749
Amortization of deferred financing costs			11,670				11,310				8,526
Amortization of above/below market lease intangibles			(71	)			4,392				3,828
Amortization of discounts and premiums on debt			11,780				22,781				3,536
Amortization of deferred settlements on derivative instruments			21,176				18,440				18,847
Amortization of right-of-use assets			11,764				—				—
Impairment			—				702				1,693
Write-off of pursuit costs			5,529				4,450				3,106
(Income) loss from investments in unconsolidated entities			(65,945	)			3,667				3,370
Distributions from unconsolidated entities – return on capital			2,621				2,492				2,632
Net (gain) loss on sales of real estate properties			(447,637	)			(256,810	)			(157,057	)
Net (gain) loss on sales of land parcels			(2,044	)			(987	)			(19,167	)
Net (gain) loss on debt extinguishment			13,647				22,110				12,258
Realized/unrealized (gain) loss on derivative instruments			—				50				—
Compensation paid with Company Common Shares			24,449				27,132				24,997
Other operating activities, net			(287	)			—				—
Changes in assets and liabilities:
(Increase) decrease in other assets			6,278				4,097				(449	)
Increase (decrease) in accounts payable and accrued expenses			5,116				(1,862	)			11,532
Increase (decrease) in accrued interest payable			4,230				4,587				(2,911	)
Increase (decrease) in lease liabilities			(2,269	)			—				—
Increase (decrease) in other liabilities			13,382				16,578				(23,468	)
Increase (decrease) in security deposits			2,804				2,249				2,385
Net cash provided by operating activities			1,456,984				1,356,295				1,265,788
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions			(1,518,878	)			(708,092	)			(466,394	)
Investment in real estate – development/other			(195,692	)			(154,431	)			(276,382	)
Capital expenditures to real estate			(178,423	)			(188,501	)			(202,607	)
Non-real estate capital additions			(4,955	)			(4,505	)			(1,506	)
Interest capitalized for real estate under development			(6,884	)			(6,260	)			(26,290	)
Proceeds from disposition of real estate, net			1,064,619				691,526				384,583
Investments in unconsolidated entities			(9,604	)			(6,571	)			(6,034	)
Distributions from unconsolidated entities – return of capital			78,262				—				334
Purchase of investment securities and other investments			(269	)			—				—
Net cash provided by (used for) investing activities			(771,824	)			(376,834	)			(594,296	)

See accompanying notes

F-18

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs		$	(19,812	)		$	(8,583	)		$	(6,289	)
Mortgage notes payable, net:
Proceeds			295,771				96,935				—
Lump sum payoffs			(743,021	)			(1,347,939	)			(493,420	)
Scheduled principal repayments			(6,808	)			(6,629	)			(10,704	)
Net gain (loss) on debt extinguishment			(3,381	)			(22,110	)			(12,258	)
Notes, net:
Proceeds			1,194,468				896,294				692,466
Lump sum payoffs			(1,050,000	)			—				(497,975	)
Net gain (loss) on debt extinguishment			(10,266	)			—				—
Line of credit and commercial paper:
Line of credit proceeds			6,010,000				3,805,000				1,845,000
Line of credit repayments			(5,990,000	)			(3,805,000	)			(1,845,000	)
Commercial paper proceeds			15,944,800				14,030,926				5,066,509
Commercial paper repayments			(15,446,150	)			(13,831,500	)			(4,786,750	)
Proceeds from (payments on) settlement of derivative instruments			(41,616	)			18,118				1,295
Prepaid finance ground lease			(34,734	)			—				—
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)			3,116				3,879				3,744
Proceeds from exercise of EQR options			77,785				30,655				31,596
Payment of offering costs			(991	)			(27	)			(51	)
Other financing activities, net			(80	)			(78	)			(63	)
Acquisition of Noncontrolling Interests – Partially Owned Properties			—				(13	)			—
Contributions – Noncontrolling Interests – Partially Owned Properties			7,337				125				125
Contributions – Limited Partners			2				1				—
Distributions:
OP Units – General Partner			(831,111	)			(782,122	)			(739,375	)
Preference Units			(3,090	)			(3,863	)			(3,091	)
OP Units – Limited Partners			(29,615	)			(28,226	)			(27,291	)
Noncontrolling Interests – Partially Owned Properties			(7,078	)			(9,753	)			(8,286	)
Net cash provided by (used for) financing activities			(684,474	)			(963,910	)			(789,818	)
Net increase (decrease) in cash and cash equivalents and restricted deposits			686				15,551				(118,326	)
Cash and cash equivalents and restricted deposits, beginning of year			116,313				100,762				219,088
Cash and cash equivalents and restricted deposits, end of year		$	116,999			$	116,313			$	100,762
Cash and cash equivalents and restricted deposits, end of year
Cash and cash equivalents		$	45,753			$	47,442			$	50,647
Restricted deposits			71,246				68,871				50,115
Total cash and cash equivalents and restricted deposits, end of year		$	116,999			$	116,313			$	100,762

See accompanying notes

F-19

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized		$	342,048			$	358,156			$	360,273
Net cash paid (received) for income and other taxes		$	(585	)		$	853			$	640
Amortization of deferred financing costs:
Investment in real estate, net		$	(120	)		$	—			$	—
Other assets		$	2,987			$	2,412			$	2,412
Mortgage notes payable, net		$	3,934			$	4,792			$	2,493
Notes, net		$	4,869			$	4,106			$	3,621
Amortization of discounts and premiums on debt:
Mortgage notes payable, net		$	8,618			$	20,144			$	1,172
Notes, net		$	3,162			$	2,637			$	2,364
Amortization of deferred settlements on derivative instruments:
Other liabilities		$	(12	)		$	(12	)		$	(11	)
Accumulated other comprehensive income		$	21,188			$	18,452			$	18,858
Write-off of pursuit costs:
Investment in real estate, net		$	5,451			$	4,364			$	2,965
Other assets		$	62			$	53			$	17
Accounts payable and accrued expenses		$	16			$	33			$	124
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities		$	(67,268	)		$	2,304			$	1,955
Other liabilities		$	1,323			$	1,363			$	1,415
Realized/unrealized (gain) loss on derivative instruments:
Other assets		$	2,002			$	(14,977	)		$	(4,582	)
Notes, net		$	2,277			$	(680	)		$	(3,454	)
Other liabilities		$	29,486			$	10,533			$	1,597
Accumulated other comprehensive income		$	(33,765	)		$	5,174			$	6,439
Investments in unconsolidated entities:
Investments in unconsolidated entities		$	(7,504	)		$	(4,891	)		$	(3,034	)
Other liabilities		$	(2,100	)		$	(1,680	)		$	(3,000	)
Debt financing costs:
Other assets		$	(6,909	)		$	(145	)		$	—
Mortgage notes payable, net		$	(2,354	)		$	(555	)		$	—
Notes, net		$	(10,549	)		$	(7,883	)		$	(6,289	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets		$	(489,517	)		$	—			$	—
Other assets		$	184,116			$	—			$	—
Lease liabilities		$	333,603			$	—			$	—
Other liabilities		$	(28,202	)		$	—			$	—
Proceeds from (payments on) settlement of derivative instruments:
Other assets		$	—			$	18,118			$	1,295
Other liabilities		$	(41,616	)		$	—			$	—

See accompanying notes

F-20

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of year		$	37,280			$	37,280			$	37,280
Balance, end of year		$	37,280			$	37,280			$	37,280
GENERAL PARTNER
Balance, beginning of year		$	10,200,910			$	10,293,796			$	10,305,707
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner			10,410				4,098				15,900
Exercise of EQR share options			77,785				30,655				31,596
EQR’s Employee Share Purchase Plan (ESPP)			3,116				3,879				3,744
Share-based employee compensation expense:
EQR restricted shares			12,438				8,258				9,777
EQR share options			2,675				9,734				6,835
EQR ESPP discount			642				767				747
Net income available to Units – General Partner			967,287				654,445				600,363
OP Units – General Partner distributions			(842,555	)			(796,212	)			(740,459	)
Offering costs			(991	)			(27	)			(51	)
Supplemental Executive Retirement Plan (SERP)			(1,675	)			(454	)			(594	)
Change in market value of Redeemable Limited Partners			(82,283	)			(13,922	)			41,916
Adjustment for Limited Partners ownership in Operating Partnership			8,030				5,893				18,315
Balance, end of year		$	10,355,789			$	10,200,910			$	10,293,796
LIMITED PARTNERS
Balance, beginning of year		$	228,738			$	226,691			$	221,297
Issuance of restricted units to Limited Partners			2				1				—
Conversion of OP Units held by Limited Partners into OP Units held by General Partner			(10,410	)			(4,098	)			(15,900	)
Equity compensation associated with Units – Limited Partners			13,410				14,009				10,523
Net income available to Units – Limited Partners			36,034				24,939				22,604
Units – Limited Partners distributions			(29,896	)			(28,682	)			(26,739	)
Change in carrying value of Redeemable Limited Partners			(2,011	)			1,771				33,221
Adjustment for Limited Partners ownership in Operating Partnership			(8,030	)			(5,893	)			(18,315	)
Balance, end of year		$	227,837			$	228,738			$	226,691
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of year		$	(64,986	)		$	(88,612	)		$	(113,909	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year			(33,765	)			5,174				6,439
Losses reclassified into earnings from other comprehensive income			21,188				18,452				18,858
Balance, end of year		$	(77,563	)		$	(64,986	)		$	(88,612	)
DISTRIBUTIONS
Distributions declared per Unit outstanding		$	2.27			$	2.16			$	2.015

See accompanying notes

F-21

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands)

		Year Ended December 31,
		2019				2018				2017
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year		$	(2,293	)		$	4,708			$	10,609
Net income attributable to Noncontrolling Interests			3,297				2,718				2,323
Acquisitions of Noncontrolling Interests – Partially Owned Properties			—				(13	)			—
Contributions by Noncontrolling Interests			7,337				125				125
Distributions to Noncontrolling Interests			(7,158	)			(9,831	)			(8,349	)
Balance, end of year		$	1,183			$	(2,293	)		$	4,708

See accompanying notes

F-22

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Business

Equity Residential (“EQR”) is an S&P 500 company focused on the acquisition, development and management of rental apartment properties located in urban and high-density suburban communities, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”). EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of December 31, 2019 owned an approximate 96.4% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of December 31, 2019, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 309 properties located in 10 states and the District of Columbia consisting of 79,962 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

		Properties				Apartment Units
Wholly Owned Properties			291				76,265
Master-Leased Property – Consolidated			1				162
Partially Owned Properties – Consolidated			17				3,535
			309				79,962

The “Wholly Owned Properties” are accounted for under the consolidation method of accounting. The “Master-Leased Property – Consolidated” is wholly owned by the Company but the entire project is leased to a third party corporate housing provider. This property is consolidated and reflected as a real estate asset while the master lease is accounted for as an operating lease. The “Partially Owned Properties – Consolidated” are controlled by the Company, but have partners with noncontrolling interests and are accounted for under the consolidation method of accounting and qualify as variable interest entities.

2.	Summary of Significant Accounting Policies

Basis of Presentation

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

Real Estate Assets and Depreciation of Investment in Real Estate

The Company expects that substantially all of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Company is required to capitalize transaction costs and allocate the purchase price on a relative fair value basis. For the years ended December 31, 2019 and 2018, all acquisitions were considered asset acquisitions.

F-23

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

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

	•	Furniture, Fixtures and Equipment – Ranges between $10,000 and $35,000 per apartment unit acquired as an estimate of the allocation of the relative fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the economic age of the apartment units acquired. Depreciation is calculated on the straight-line method over an estimated useful life of five to ten years.

	•	Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases’ average term at acquisition approximates six months. In-place retail leases’ term at acquisition approximates the average remaining term of all acquired retail leases. See Note 8 for more information on ground lease intangibles.

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

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

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

Replacements inside an apartment unit such as appliances and carpeting are depreciated over an estimated useful life of five to ten years. Renovation expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to fifteen years. Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms.

Property dispositions are recorded when control transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Company. Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts. Any gain or loss on sale is recognized in accordance with accounting principles generally accepted in the United States.

The Company classifies real estate assets as real estate held for sale when it is probable a property will be disposed of. The Company classifies properties under development and/or expansion and properties in the lease-up phase (including land) as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets, including its investment in real estate, for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted. If impairment indicators exist, the Company performs the following:

	•	For long-lived operating assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would make an estimate of the fair value for the particular asset and would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. In determining the future undiscounted cash flows or the estimated fair value of an asset there is judgment in estimating the expected future rental revenues, operating expenses and discount and capitalization rates.

F-24

	•	For long-lived non-operating assets (projects under development and land held for development), management evaluates major cost overruns, market conditions that could affect lease-up projections, intent and ability to hold the asset and any other indicators of impairment. If any of the indicators were to suggest impairment was present, the carrying value of the asset would be adjusted accordingly to fair value.

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

Cost Capitalization

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

For all development projects, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheets as construction-in-progress for each specific property. The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovations at selected properties when additional incremental employees are hired.

During the years ended December 31, 2019, 2018 and 2017, the Company capitalized $14.2 million, $13.2 million and $14.7 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of development activities as well as major capital and/or renovation projects.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

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

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

F-25

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

Leases and Revenue Recognition

Rental income attributable to residential leases is recorded on a straight-line basis, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis. Rental income attributable to retail leases (including commercial leases) is also recorded on a straight-line basis. Retail leases generally have five to ten year lease terms with market based renewal options. Fee and asset management revenue and interest income are recorded on an accrual basis.

The majority of the Company’s revenue is derived from residential, retail and other lease income, which are accounted for under the new leasing standard effective January 1, 2019 (discussed below in Recently Adopted Accounting Pronouncements). Our revenue streams have the same timing and pattern of revenue recognition across our reportable segments, with consistent allocations between the leasing and revenue recognition standards.

The Company is a lessor for its residential and retail leases and is a lessee for its corporate headquarters and regional offices and ground leases for land underlying current operating properties or projects under development. If applicable, lease agreements must be evaluated to determine the accounting treatment as a finance or operating lease in accordance with the new leasing standard. A lease is classified as a finance lease if it meets any of the following criteria: (a) Ownership of the underlying asset is transferred to the lessee by the end of the lease term; (b) the lessee has and is reasonably certain to exercise an option to purchase the underlying asset; (c) the lease term is for the major part of the remaining economic life of the underlying asset; (d) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset; and (e) the underlying asset is expected to have no alternative use to the lessor at the end of the lease term due to its specialized nature.

The new leasing standard also requires the recognition on the balance sheet of: (a) a liability for the lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term); and (b) an asset for its right to use the underlying asset (initially equal to the lease liability). See Recently Adopted Accounting Pronouncements below for additional details regarding the adoption of this standard. Rental revenues are recognized on a straight-line basis over the term of the lease when reasonably assured they are collectible. The Company uses estimates and judgments on the incremental borrowing rate used to calculate the present value of the future lease payments. See Note 8 for additional discussion.

The Company’s revenue streams that are not accounted for under the new leasing standard include:

	•	Parking revenue – The Company’s parking revenue, not related to leasing, is derived primarily from monthly and transient daily parking and is accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

	•	Other rental and non-rental related revenue – The Company receives other income, including, but not limited to: (a) ancillary income, such as laundry, renters insurance and cable income; (b) net settlement income or collections; and (c) miscellaneous fee income.

	•	Fee and asset management revenue – The Company received management fee revenue as the property manager for two unconsolidated joint ventures for which it had an ownership interest during part of the year but no longer owns as of December 31, 2019.

	•	Gains or losses on sales of real estate properties – The Company accounts for the sale of real estate properties and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete and the Company does not have significant continuing involvement. A gain or loss is recognized when the criteria for an asset to be derecognized are met, which include when a contract exists and the buyer obtained control of the nonfinancial asset that was sold.

F-26

The Company’s rental income detail by leasing and revenue recognition standards along with the percentages of rental income are disclosed in the table below for the years ended December 31, 2019 and 2018 (amounts in thousands).

		Year Ended December 31, 2019								Year Ended December 31, 2018
Income Type		$ Rental Income				% of Rental Income				$ Rental Income				% of Rental Income
Residential and retail rent		$	2,486,189							$	2,369,552
Utility recoveries ("RUBS")			68,576								63,218
Parking rent			37,905								33,757
Storage rent			3,816								3,674
Pet rent			11,617								11,185
Leasing standard (1)			2,608,103				96.6	%			2,481,386				96.3	%
Parking revenue			28,272								26,743
Other revenue			64,316								69,552
Revenue recognition standard			92,588				3.4	%			96,295				3.7	%
Rental income		$	2,700,691				100.0	%		$	2,577,681				100.0	%

(1)	See Note 8 for additional details on leasing revenue.

Share-Based Compensation

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

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

		2019				2018				2017
Expected volatility (1)			16.3	%			14.8	%			15.3	%
Expected life (2)		5 years				5 years				5 years
Expected dividend yield (3)			3.10	%			3.09	%			3.08	%
Risk-free interest rate (4)			2.43	%			2.52	%			1.93	%
Option valuation per share		$	8.06			$	6.15			$	5.86

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

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

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

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

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

Income and Other Taxes

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

F-27

The Company’s provision for income and other tax expense (benefit) was as follows for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands):

		Year Ended December 31,
		2019				2018				2017
State and local income, franchise and excise tax (benefit)		$	963			$	878			$	478
Alternative minimum tax credit (benefit) (1)			(3,244	)			—				—
Income and other tax expense (benefit) (2)		$	(2,281	)		$	878			$	478

(1)

As provided in recent tax legislation which repealed the alternative minimum tax on corporations, in 2019 the Company claimed/received $1.6 million of refunds of various alternative minimum tax credit carryovers generated in prior tax years. The provision allows for carryover amounts to be refunded over four years, with 50% available in the first year. The remaining $1.6 million, which will be claimed over three years, was accrued in 2019, for a total expected benefit of $3.2 million.

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

During the years ended December 31, 2019, 2018 and 2017, the tax character of the Company’s dividends and distributions were as follows (unaudited):

		Year Ended December 31,
		2019 (1)				2018 (2)				2017 (3)
Tax character of dividends and distributions:
Ordinary dividends		$	1.39604			$	1.84454			$	1.22126
Long-term capital gain			0.61243				0.21423				0.18959
Unrecaptured section 1250 gain			0.23403				0.06498				0.10040
Dividends and distributions per
Common Share/Unit outstanding		$	2.24250			$	2.12375			$	1.51125

(1)	The Company’s fourth quarter 2019 dividends and distributions of $0.5675 per Common Share/Unit outstanding will be included as taxable income in calendar year 2020.

(2)	The Company’s fourth quarter 2018 dividends and distributions of $0.54 per Common Share/Unit outstanding was included as taxable income in calendar year 2019.

(3)	The Company’s fourth quarter 2017 dividends and distributions of $0.50375 per Common Share/Unit outstanding was included as taxable income in calendar year 2018.

The unaudited cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes as of December 31, 2019 and 2018 was approximately $13.7 billion and $14.0 billion, respectively.

Principles of Consolidation

The Company may hold an interest in subsidiaries, partnerships, joint ventures and other similar entities and accounts for these interests in accordance with the consolidation guidance. The Company first determines whether to consolidate the entity as a variable interest entity (“VIE”) or account for the interest under the equity method of accounting. Equity investors of VIEs do not have sufficient equity at risk to finance their activities without additional subordinated financial support or do not have substantive participating rights. The Company consolidates an entity when it is considered to be the primary beneficiary or when it controls the entity through ownership of a majority voting interest. A primary beneficiary has the power to direct the activities that most significantly impact the VIE’s performance and has the obligation to absorb the expected losses or the right to receive the expected residual returns that could potentially be significant to the VIE. In evaluating whether the entity is a VIE, the Company considers several factors, including, but not limited to, funding and financing sources, business purpose of the entity, related parties, developer and property management fees and agreement terms regarding major decisions, participating and voting rights, contributions and distributions.

F-28

Noncontrolling Interests

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

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

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

Partners’ Capital

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

Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners

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

Use of Estimates

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

Reclassifications

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

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard which requires companies to adopt a new approach for estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. The new standard was effective for the Company beginning on January 1, 2020 and it did not have a material effect on its consolidated results of operations or financial position.

F-29

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued a comprehensive revenue recognition standard entitled Revenue from Contracts with Customers that superseded nearly all existing revenue recognition guidance. The standard specifically excludes lease revenue. The standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company selected the modified retrospective transition method as of the date of adoption as required effective January 1, 2018. The majority of rental income consists of revenue from leasing arrangements, which is specifically excluded from the standard. The Company analyzed its remaining revenue streams, inclusive of fee and asset management and gains and losses on sales, and concluded these revenue streams have the same timing and pattern of revenue recognition under the new guidance, and therefore the Company had no changes in revenue recognition with the adoption of the standard. As such, adoption of the standard did not result in a cumulative adjustment recognized as of January 1, 2018, and the standard did not have a material impact on the Company’s consolidated financial position, results of operations, equity/capital or cash flows.

Additionally, as part of the revenue recognition standard, the FASB issued amendments related to partial sales of real estate. Adoption of the partial sales standard did not result in a change of accounting for the Company related to its disposition process. We concluded that the Company’s typical dispositions will continue to meet the criteria for sale and associated profit recognition under both standards.

In February 2016, the FASB issued a leases standard which sets out principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessors and lessees). The standard requires the following:

	•	Lessors – Leases are accounted for using an approach that is substantially equivalent to existing guidance for operating, sales-type and financing leases, but aligned with the revenue recognition standard. Lessors are required to allocate lease payments to separate lease and non-lease components of each lease agreement, with the non-lease components evaluated under the revenue recognition standard.

	•	Lessees – Leases are accounted for using a dual approach, classifying leases as either operating or finance based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification determines whether the lease expense is recognized on a straight-line basis over the term of the lease (for operating leases) or based on an effective interest method (for finance leases). A lessee is also required to record a right-of-use asset and a lease liability on its balance sheet for all leases with a term of greater than 12 months regardless of their classification as operating or finance leases. Leases with a term of 12 months or less are accounted for similar to existing guidance for operating leases.

The Company adopted this standard as required effective January 1, 2019 using a modified retrospective method and the Company applied the guidance as of the adoption date and elected certain practical expedients, as described below. The standard impacted our consolidated balance sheets but did not impact our consolidated statements of operations. Right-of-use (“ROU”) assets and lease liabilities where the Company is the lessee were recognized for various corporate office leases and ground leases. The Company recorded ROU assets and related lease liabilities to its opening balance sheet upon adoption on January 1, 2019 of $434.2 million and $278.3 million, respectively. The Company calculated the net present value of the lease liabilities on January 1, 2019 and reclassed the following amounts from other assets and other liabilities to record our initial ROU assets (amounts in thousands):

		January 1, 2019				Balance Sheet Reclass:
Initial lease liabilities		$	278,287
Reclassifications:
Prepaid ground leases			17,886			Other Assets
Ground lease intangibles – below market, net			166,230			Other Assets
Ground lease intangibles – above market, net			(2,110	)		Other Liabilities
Straight-line rent liabilities (1)			(26,092	)		Other Liabilities
Initial right-of-use assets		$	434,201

(1)	Straight-line rent liabilities relate to corporate office leases and certain ground leases.

The Company elected the practical expedient to not reassess the classification of existing operating leases. As of January 1, 2019, any new or modified ground leases may be classified as financing leases unless they meet certain conditions. When there is a material lease modification, the Company is required to reassess the classification and remeasure the lease liability.

F-30

In July 2018, the FASB issued an amendment to the leases standard, which includes a practical expedient that provides lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single component under the leases standard. The amendment also provides a transition option that permits the application of the new guidance as of the adoption date rather than to all periods presented. The Company elected the practical expedient to account for both its lease and non-lease components as a single component under the leases standard and elected the new transition option as of the date of adoption effective January 1, 2019. See Note 8 for additional discussion regarding the new lease standard.

In August 2017, the FASB issued a final standard which makes changes to the hedge accounting model to enable entities to better portray their risk management activities in the financial statements. The standard expands an entity’s ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of any hedging instrument to be presented in the same income statement line as the hedged instrument. The Company adopted this standard as required effective January 1, 2019 and it did not have a material effect on its consolidated results of operations or financial position.

Other

The Company is the controlling partner in various consolidated partnerships owning 17 properties consisting of 3,535 apartment units having a noncontrolling interest balance of $1.2 million at December 31, 2019. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning four properties having a noncontrolling interest deficit balance of $10.2 million. These four partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of December 31, 2019 the Company estimates the value of Noncontrolling Interest distributions for these four properties would have been approximately $78.9 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the four Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on December 31, 2019 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

3.	Equity, Capital and Other Interests

The Company refers to “Common Shares” and “Units” (which refer to both OP Units and restricted units) as equity securities for EQR and “General Partner Units” and “Limited Partner Units” as equity securities for ERPOP. To provide a streamlined and more readable presentation of the disclosures for the Company and the Operating Partnership, several sections below refer to the respective terminology for each with the same financial information and separate sections are provided, where needed, to further distinguish any differences in financial information and terminology.

F-31

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the years ended December 31, 2019, 2018 and 2017:

		2019				2018				2017
Common Shares
Common Shares outstanding at January 1,			369,405,161				368,018,082				365,870,924
Common Shares Issued:
Conversion of OP Units			313,940				131,477				1,149,284
Exercise of share options			1,745,050				1,056,388				846,137
Employee Share Purchase Plan (ESPP)			48,131				75,414				68,286
Restricted share grants, net			158,602				123,800				83,451
Common Shares outstanding at December 31,			371,670,884				369,405,161				368,018,082
Units
Units outstanding at January 1,			13,904,035				13,768,438				14,626,075
Restricted unit grants, net			141,220				267,074				291,647
Conversion of OP Units to Common Shares			(313,940	)			(131,477	)			(1,149,284	)
Units outstanding at December 31,			13,731,315				13,904,035				13,768,438
Total Common Shares and Units outstanding at December 31,			385,402,199				383,309,196				381,786,520
Units Ownership Interest in Operating Partnership			3.6	%			3.6	%			3.6	%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the years ended December 31, 2019, 2018 and 2017:

		2019				2018				2017
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,			383,309,196				381,786,520				380,496,999
Issued to General Partner:
Exercise of EQR share options			1,745,050				1,056,388				846,137
EQR’s Employee Share Purchase Plan (ESPP)			48,131				75,414				68,286
EQR’s restricted share grants, net			158,602				123,800				83,451
Issued to Limited Partners:
Restricted unit grants, net			141,220				267,074				291,647
General and Limited Partner Units outstanding at December 31,			385,402,199				383,309,196				381,786,520
Limited Partner Units
Limited Partner Units outstanding at January 1,			13,904,035				13,768,438				14,626,075
Limited Partner restricted unit grants, net			141,220				267,074				291,647
Conversion of Limited Partner OP Units to EQR Common Shares			(313,940	)			(131,477	)			(1,149,284	)
Limited Partner Units outstanding at December 31,			13,731,315				13,904,035				13,768,438
Limited Partner Units Ownership Interest in Operating Partnership			3.6	%			3.6	%			3.6	%

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

F-32

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

The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at December 31, 2019 and 2018.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total. Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2019 and 2018, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $463.4 million and $379.1 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the years ended December 31, 2019, 2018 and 2017, respectively (amounts in thousands):

		2019				2018				2017
Balance at January 1,		$	379,106			$	366,955			$	442,092
Change in market value			82,283				13,922				(41,916	)
Change in carrying value			2,011				(1,771	)			(33,221	)
Balance at December 31,		$	463,400			$	379,106			$	366,955

Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings and proceeds from exercise of options for Common Shares are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net proceeds from Common Shares and Preferred Shares are allocated for the Company between shareholders’ equity and Noncontrolling Interests – Operating Partnership and for the Operating Partnership between General Partner’s Capital and Limited Partners Capital to account for the change in their respective percentage ownership of the underlying equity.

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

F-33

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of December 31, 2019 and 2018:

								Amounts in thousands
				Annual
		Call		Dividend Per				December 31,				December 31,
		Date (1)		Share/Unit (2)				2019				2018
Preferred Shares/Preference Units of beneficial interest, $0.01 par value; 100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $50 per share/unit; 745,600 shares/units issued and outstanding as of December 31, 2019 and 2018		12/10/26		$	4.145			$	37,280			$	37,280
								$	37,280			$	37,280

(1)	On or after the call date, redeemable Preferred Shares/Preference Units may be redeemed for cash at the option of the Company or the Operating Partnership, respectively, in whole or in part, at a redemption price equal to the liquidation price per share/unit, plus accrued and unpaid distributions, if any.

(2)	Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in June 2019 and expires in June 2022. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. In June 2019, the Company extended the program maturity to June 2022. In connection with the extension, the Company may now also sell Common Shares under forward sale agreements. The use of a forward sale agreement would allow the Company to lock in a price on the sale of Common Shares at the time the agreement is executed, but defer receiving the proceeds from the sale until a later date. EQR has the authority to issue 13.0 million shares but has not issued any shares under this program since September 2012.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No open market repurchases have occurred since 2008 and no repurchases of any kind have occurred since February 2014. As of December 31, 2019, EQR has remaining authorization to repurchase up to 13.0 million of its shares.

4.	Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of December 31, 2019 and 2018 (amounts in thousands):

		2019				2018
Land		$	5,936,188			$	5,875,803
Depreciable property:
Buildings and improvements			18,904,686				18,232,625
Furniture, fixtures and equipment			1,916,458				1,722,231
In-Place lease intangibles			497,957				481,045
Projects under development:
Land			23,531				25,429
Construction-in-progress			158,099				83,980
Land held for development:
Land			64,460				61,038
Construction-in-progress			32,228				28,871
Investment in real estate			27,533,607				26,511,022
Accumulated depreciation			(7,276,786	)			(6,696,281	)
Investment in real estate, net		$	20,256,821			$	19,814,741

F-34

Acquisitions and Dispositions

During the year ended December 31, 2019, the Company acquired the following from unaffiliated parties (purchase price in thousands):

		Properties				Apartment Units				Purchase Price
Rental Properties – Consolidated (1)			13				3,540			$	1,494,689
Land Parcels (four) (2)			—				—				19,832
Total			13				3,540			$	1,514,521

(1)	Purchase price includes an allocation of approximately $268.3 million to land and $1.229 billion to depreciable property (inclusive of capitalized closing costs).

(2)

Purchase price includes an allocation of approximately $16.7 million to vacant land and $4.9 million to construction-in-progress (inclusive of capitalized closing costs). Land parcels include entry into two long-term ground leases for land projects under development in the Washington D.C. market, of which one land parcel is subject to a fully prepaid ground lease. See Notes 6 and 8 for additional discussion.

During the year ended December 31, 2018, the Company acquired the following from unaffiliated parties (purchase price in thousands):

		Properties				Apartment Units				Purchase Price
Rental Properties – Consolidated (1)			5				1,478			$	707,005
Total			5				1,478			$	707,005

(1)	Purchase price includes an allocation of approximately $113.7 million to land and $594.4 million to depreciable property (inclusive of capitalized closing costs).

During the year ended December 31, 2019, the Company disposed of the following to unaffiliated parties (sales price in thousands):

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			11				2,361			$	1,080,675
Rental Properties – Unconsolidated (1)			2				945				394,500
Land Parcels (two)			—				—				2,100
Total			13				3,306			$	1,477,275

(1)	The Company owned a 20% interest in both unconsolidated rental properties. Sales price listed is the gross sales price. The Company received net sales proceeds of approximately $78.3 million.

The Company recognized a net gain on sales of real estate properties of approximately $447.6 million, a net gain on sales of unconsolidated entities of approximately $69.5 million and a net gain on sales of land parcels of approximately $2.0 million on the above sales.

During the year ended December 31, 2018, the Company disposed of the following to unaffiliated parties (sales price in thousands):

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			5				1,292			$	706,120
Land Parcels (one)			—				—				2,700
Total			5				1,292			$	708,820

The Company recognized a net gain on sales of real estate properties of approximately $256.8 million and a net gain on sales of land parcels of approximately $1.0 million on the above sales.

Impairment

During the year ended December 31, 2018, the Company recorded an approximate $0.7 million non-cash asset impairment charge on a property located in the San Francisco market due to physical property damage as a result of a fire at one of the buildings at the property.

F-35

During the year ended December 31, 2017, the Company recorded an approximate $1.7 million non-cash asset impairment charge on a land parcel that was being marketed for sale, which is included in land held for development on the consolidated balance sheets and included in the non-same store/other segment discussed in Note 17. The charge was the result of an analysis of the parcel’s estimated fair value (determined using internally developed models based on market assumptions and potential sales data from the marketing process) compared to its current capitalized carrying value. The parcel was sold in 2019.

5.	Commitments to Acquire/Dispose of Real Estate

The Company has not entered into any agreements to acquire rental properties or land parcels as of the date of filing.

The Company has entered into separate agreements to dispose of the following (sales price in thousands):

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			4				1,416			$	723,500
Land Parcels (two)			—				—				55,150
Total			4				1,416			$	778,650

The closing of pending transactions is subject to certain conditions and restrictions; therefore, there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects from any agreements summarized above. See Note 18 for discussion of the properties acquired or disposed of, if any, subsequent to December 31, 2019.

6.	Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated).

Consolidated VIEs

In accordance with accounting standards for consolidation of VIEs, the Company consolidates ERPOP on EQR’s financial statements. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management. The limited partners are not able to exercise substantive kick-out or participating rights. As a result, ERPOP qualifies as a VIE. EQR has a controlling financial interest in ERPOP and, thus, is ERPOP’s primary beneficiary. EQR has the power to direct the activities of ERPOP that most significantly impact ERPOP’s economic performance as well as the obligation to absorb losses or the right to receive benefits from ERPOP that could potentially be significant to ERPOP.

The Company has various equity interests in certain joint ventures owning 17 properties containing 3,535 apartment units. The Company is the general partner or managing member of these joint ventures and is responsible for managing the operations and affairs of the joint ventures as well as making all decisions regarding the businesses of the joint ventures. The limited partners or non-managing members are not able to exercise substantive kick-out or participating rights. As a result, the joint ventures qualify as VIEs. The Company has a controlling financial interest in the VIEs and, thus, is the VIEs’ primary beneficiary. The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. As a result, the joint ventures are required to be consolidated on the Company’s financial statements.

During the year ended December 31, 2019, the Company entered into two consolidated joint ventures, both of which have been deemed to be VIEs and are consolidated due to the Company being the primary beneficiary. The joint ventures own two separate land parcels which they are currently developing into multifamily rental properties.

The consolidated assets and liabilities related to the VIEs discussed above were approximately $754.7 million and $323.1 million, respectively, at December 31, 2019 and approximately $713.6 million and $313.9 million, respectively, at December 31, 2018.

F-36

Investments in Unconsolidated Entities

The following table and information summarizes the Company’s investments in unconsolidated entities, which are accounted for under the equity method of accounting as the requirements for consolidation are not met, as of December 31, 2019 and December 31, 2018 (amounts in thousands except for ownership percentage):

	December 31, 2019				December 31, 2018				Ownership Percentage
Investments in Unconsolidated Entities:
Operating Property (VIE) (1)	$	40,361			$	42,365			33.3%
Operating Properties (Non-VIE) (2)		—				10,494			20.0%
Real Estate Technology/Other		11,877				5,490			Varies
Investments in Unconsolidated Entities	$	52,238			$	58,349

(1)

Represents an unconsolidated interest in an entity that owns the land underlying one of the consolidated joint venture properties noted above and owns and operates a related parking facility. The joint venture, as a limited partner, does not have substantive kick-out or participating rights in the entity. As a result, the entity qualifies as a VIE. The joint venture does not have a controlling financial interest in the VIE and is not the VIE’s primary beneficiary. The joint venture does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance or the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

(2)	Includes two joint ventures under separate agreements with the same partner totaling 945 apartment units as of December 31, 2018. During the year ended December 31, 2019, the Company and its joint venture partner sold both properties under separate agreements to unaffiliated parties. See Note 4 for additional discussion.

7.	Restricted Deposits

The following table presents the Company’s restricted deposits as of December 31, 2019 and 2018 (amounts in thousands):

		December 31, 2019				December 31, 2018
Mortgage escrow deposits:
Real estate taxes and insurance		$	—			$	876
Replacement reserves			8,543				8,641
Mortgage principal reserves/sinking funds			9,689				9,754
Other			—				852
Mortgage escrow deposits			18,232				20,123
Restricted cash:
Tax-deferred (1031) exchange proceeds			14,232				—
Earnest money on pending acquisitions			—				5,000
Restricted deposits on real estate investments			658				540
Resident security and utility deposits			37,140				35,659
Other			984				7,549
Restricted cash			53,014				48,748
Restricted deposits		$	71,246			$	68,871

8**.**	Leases

Lessor Accounting

The Company is the lessor for its residential and retail leases (including commercial leases) and these leases will continue to be accounted for as operating leases under the new standard as described in Note 2. Therefore, the Company did not have significant changes in the accounting for its lease revenues.

For the year ended December 31, 2019, approximately 97% of the Company’s total lease revenue is generated from residential apartment leases that are generally twelve months or less in length. The residential apartment leases may include lease income related to such items as RUBS income, parking, storage and pet rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis. Residential leases are renewable upon consent of both parties on an annual or monthly basis.

F-37

For the year ended December 31, 2019, approximately 3% of the Company’s total lease revenue is generated by retail leases that are generally for terms ranging between five to ten years. The retail leases generally consist of ground floor retail spaces and master-leased parking garages that serve as additional amenities for our residents. The retail leases may include lease income related to such items as RUBS income, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis. Retail leases are renewable with market-based renewal options.

The Company elected the practical expedient to account for both its lease and non-lease components (specifically common area maintenance charges) as a single lease component under the leases standard.

The following table presents the lease income types relating to lease payments for residential and retail leases for the year ended December 31, 2019 (amounts in thousands):

		Year Ended December 31, 2019
Lease Income Type		Residential Leases				Retail Leases				Total
Residential and retail rent		$	2,414,201			$	71,988			$	2,486,189
Utility recoveries (RUBS income) (1)			67,659				917				68,576
Parking rent			37,557				348				37,905
Storage rent			3,745				71				3,816
Pet rent			11,617				—				11,617
Total lease revenue (2)		$	2,534,779			$	73,324			$	2,608,103

(1)	RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)	Excludes other rental income of $92.6 million for the year ended December 31, 2019, which is accounted for under the revenue recognition standard discussed in Note 2.

Lessee Accounting

The Company is the lessee under various corporate office and ground leases for which the Company recognized ROU assets and related lease liabilities effective January 1, 2019. The following table presents the Company’s ROU assets and related lease liabilities as of December 31, 2019 (amounts in thousands):

		2019
Right-of-use assets:
Corporate office leases		$	41,596
Ground leases (finance)			57,982
Ground leases (operating)			413,196
Right-of-use assets		$	512,774
Lease liabilities:
Corporate office leases		$	43,105
Ground leases (finance)			23,239
Ground leases (operating)			264,990
Lease liabilities		$	331,334

As the standard requires the recognition of a liability for the lease obligation, discount rates are used to determine the net present value of the lease payments. The discount rate for the lease is the rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. As the Company does not know the amount of the lessors’ initial direct costs, it cannot readily determine the rate implicit in the lease and instead must apply the incremental borrowing rate. The Company has estimated the discount rate ranges of 3.3% to 3.9% for corporate office leases and 4.4% to 5.5% for ground leases at adoption. Since the Company’s credit backs the corporate office lease obligations and the lease terms are generally ten years or less, the discount rate range was estimated by using the Company’s borrowing rates for actual pricing data. The discount rate range for ground leases takes into account various factors, including the longer life of the ground leases, and was estimated by using the Company’s borrowing rates for actual pricing data through 30 years and other long-term market rates.

Corporate office leases

The Company leases nine corporate offices with lease expiration dates ranging from 2021 through 2042 (inclusive of applicable extension options). The Company’s corporate office leases continue to be accounted for as operating leases under the new standard. During the year ended December 31, 2019, the Company modified four office leases that continue to be classified as operating leases

F-38

and recorded an additional lease liability and ROU asset at initial remeasurement of approximately $32.1 million. See Note 15 for details on a corporate office lease with a related party.

Ground leases

The Company maintains long-term ground leases for 14 operating properties and two projects under development with lease expiration dates ranging from 2042 through 2118 (inclusive of applicable purchase options). The Company owns the building and improvements. Based on its election of the package of practical expedients, the Company was not required to reassess the classification of existing ground leases at adoption and therefore the 14 operating property leases continue to be accounted for as operating leases. During the year ended December 31, 2019, the Company entered into two new ground leases, one of which is a fully prepaid ground lease, for projects under development that are being accounted for as finance leases and recorded initial ROU assets of approximately $57.9 million and lease liabilities of approximately $23.2 million.

Ground Lease Intangibles

Effective on January 1, 2019 with the adoption of the new leasing standard, ground lease intangibles, net of accumulated amortization were reclassed from other assets and other liabilities and are reported within the ROU assets on the consolidated balance sheets. See Note 2 for discussion of the opening balance of ROU assets. The following table summarizes the Company’s ground lease intangibles as of December 31, 2019 and 2018 (amounts in thousands):

Description		2019				2018
Assets
Ground lease intangibles		$	189,518			$	191,918
Accumulated amortization			(29,861	)			(25,688	)
Ground lease intangible assets, net (1)		$	159,657			$	166,230
Liabilities
Ground lease intangibles		$	—			$	2,400
Accumulated amortization			—				(290	)
Ground lease intangible liabilities, net (1)		$	—			$	2,110

(1)	As of December 31, 2019, ground lease intangibles, net of accumulated amortization are included within the ROU assets on the consolidated balance sheets. As of December 31, 2018, the ground lease intangibles were included within other assets and other liabilities on the consolidated balance sheets.

The following table provides a summary of the effect of the amortization for ground lease intangibles on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands):

Description		Income Statement Location		2019				2018				2017
Ground lease intangible amortization		Property and Maintenance		$	(4,463	)		$	(4,463	)		$	(4,369	)

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

		2020				2021				2022				2023				2024
Ground lease intangibles		$	(4,463	)		$	(4,463	)		$	(4,463	)		$	(4,463	)		$	(4,463	)

F-39

Additional disclosures

The following tables illustrate the quantitative disclosures for lessees as of and for the year ended December 31, 2019 (amounts in thousands):

		Year Ended December 31, 2019
Lease cost:
Finance lease cost:
Amortization of right-of-use assets		$	—
Interest on lease liabilities (capitalized)			225
Operating lease cost:
Corporate office leases			3,937
Ground leases			22,198
Variable lease cost:
Corporate office leases			1,489
Ground leases			3,700
Total lease cost		$	31,549

		December 31, 2019
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Investing cash flows from finance leases (capitalized)		$	34,922
Operating cash flows from operating leases:
Corporate office leases		$	5,494
Ground leases		$	16,837
ROU assets obtained in exchange for new finance lease liabilities		$	23,201
ROU assets obtained in exchange for new operating lease liabilities:
Corporate office leases		$	44,298
Ground leases		$	422,018
Weighted-average remaining lease term – finance leases (1)		19.7 years
Weighted-average remaining lease term – operating leases:
Corporate office leases		18.1 years
Ground leases		56.2 years
Weighted-average discount rate – finance leases			3.0	%
Weighted-average discount rate – operating leases:
Corporate office leases			3.2	%
Ground leases			5.0	%

(1)	The weighted-average remaining lease term – finance leases does not include the remaining term of a fully prepaid finance lease entered into during the year ended December 31, 2019.

The following table summarizes the Company’s undiscounted cash flows for contractual obligations for minimum rent payments/receipts under operating and financing leases for the next five years and thereafter as of December 31, 2019:

(Payments)/Receipts Due by Year (in thousands)
		2020				2021				2022				2023				2024				Thereafter				Total
Finance Leases:
Minimum Rent Payments (a)		$	(567	)		$	(578	)		$	(590	)		$	(601	)		$	(614	)		$	(33,850	)		$	(36,800	)
Operating Leases:
Minimum Rent Payments (a)		$	(16,914	)		$	(17,161	)		$	(16,907	)		$	(16,998	)		$	(17,330	)		$	(979,172	)		$	(1,064,482	)
Minimum Rent Receipts (b)		$	64,527			$	61,817			$	58,204			$	50,906			$	43,784			$	154,898			$	434,136

(a)	Minimum basic rent due for corporate office leases and base rent due on ground leases where the Company is the lessee.

(b)	Minimum basic rent receipts due for various retail space where the Company is the lessor. Excludes residential leases due to their short-term nature.

F-40

The following table provides a reconciliation of lease liabilities from our undiscounted cash flows for minimum rent payments as of December 31, 2019 (amounts in thousands):

		2019
Total minimum rent payments		$	1,101,282
Less: Lease discount			769,948
Lease liabilities		$	331,334

9**.**	Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the years ended December 31, 2019 and 2018 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following tables summarize the Company’s mortgage notes payable activity for the years ended December 31, 2019 and 2018, respectively (amounts in thousands):

		Mortgage notes payable, net as of December 31, 2018				Proceeds				Lump sum payoffs				Scheduled principal repayments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Mortgage notes payable, net as of December 31, 2019
Fixed Rate Debt:
Secured – Conventional		$	1,885,407			$	288,120		(2)	$	(584,536	)		$	(6,308	)		$	(7,999	)		$	15			$	1,574,699
Floating Rate Debt:
Secured – Conventional			6,357				7,651		(3)		(5,920	)			(500	)			—				(538	)			7,050
Secured – Tax Exempt			493,706				—				(152,565	)			—				16,617				2,103				359,861
Floating Rate Debt			500,063				7,651				(158,485	)			(500	)			16,617				1,565				366,911
Total		$	2,385,470			$	295,771			$	(743,021	)		$	(6,808	)		$	8,618			$	1,580			$	1,941,610

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	Obtained 3.94% fixed rate mortgage debt held in a Fannie Mae loan pool maturing on March 1, 2029.

(3)	Obtained variable rate construction mortgage debt that is non-recourse to the Company maturing on June 25, 2022 (total commitment of $67.6 million).

		Mortgage notes payable, net as of December 31, 2017				Proceeds				Lump sum payoffs				Scheduled principal repayments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Mortgage notes payable, net as of December 31, 2018
Fixed Rate Debt:
Secured – Conventional		$	2,982,344			$	—			$	(1,093,705	)		$	(6,029	)		$	719			$	2,078			$	1,885,407
Floating Rate Debt:
Secured – Conventional			6,948				—				—				(600	)			—				9				6,357
Secured – Tax Exempt			629,430				96,935		(2)		(254,234	)			—				19,425				2,150				493,706
Floating Rate Debt			636,378				96,935				(254,234	)			(600	)			19,425				2,159				500,063
Total		$	3,618,722			$	96,935			$	(1,347,939	)		$	(6,629	)		$	20,144			$	4,237			$	2,385,470

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	Reissued floating rate tax-exempt mortgage bonds which mature on April 1, 2042, remarket weekly and are guaranteed by ERPOP.

The following table summarizes the Company’s debt extinguishment costs on mortgages recorded as additional interest expense during the years ended December 31, 2019 and 2018, respectively (amounts in thousands):

Description		2019				2018
Prepayment premiums/penalties		$	3,381			$	22,110
Write-offs of unamortized deferred financing costs			2,273				2,957
Write-offs of unamortized (premiums)/discounts/OCI			6,153				16,268
Total		$	11,807			$	41,335

F-41

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2019 and 2018, respectively:

		December 31, 2019			December 31, 2018
Interest Rate Ranges		0.10% - 5.29%			0.10% - 6.90%
Weighted Average Interest Rate		3.84%			4.15%
Maturity Date Ranges		2020-2061			2019-2061

As of December 31, 2019 and 2018, the Company had $281.7 million and $440.7 million, respectively, of secured debt (primarily tax-exempt bonds) subject to third party credit enhancement.

The historical cost, net of accumulated depreciation, of encumbered properties was $2.7 billion and $3.2 billion at December 31, 2019 and 2018, respectively.

Notes

The following tables summarize the Company’s notes activity for the years ended December 31, 2019 and 2018, respectively (amounts in thousands):

		Notes, net as of December 31, 2018				Proceeds				Lump sum payoffs				Realized/unrealized (gain) loss on derivative instruments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Notes, net as of December 31, 2019
Fixed Rate Debt:
Unsecured – Public		$	5,485,884			$	1,194,468		(2)	$	(600,000	)		$	—			$	3,117			$	(5,956	)		$	6,077,513
Floating Rate Debt:
Unsecured – Public			447,402				—				(450,000	)			2,277				45				276				—
Total		$	5,933,286			$	1,194,468			$	(1,050,000	)		$	2,277			$	3,162			$	(5,680	)		$	6,077,513

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	Issued $600.0 million of ten-year 3.00% unsecured notes, receiving net proceeds of approximately $597.5 million before underwriting fees, hedge termination costs and other expenses. Additionally, issued $600.0 million of ten-year 2.50% unsecured notes, receiving net proceeds of approximately $597.0 million before underwriting fees and other expenses.

		Notes, net as of December 31, 2017				Proceeds				Realized/unrealized (gain) loss on derivative instruments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Notes, net as of December 31, 2018
Fixed Rate Debt:
Unsecured – Public		$	4,591,373			$	896,294		(2)	$	—			$	2,547			$	(4,330	)		$	5,485,884
Floating Rate Debt:
Unsecured – Public (3)			447,439				—				(680	)			90				553				447,402
Total		$	5,038,812			$	896,294			$	(680	)		$	2,637			$	(3,777	)		$	5,933,286

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	Issued $500.0 million of ten-year 3.50% unsecured notes, receiving net proceeds of approximately $497.0 million before underwriting fees, hedge termination costs and other expenses. Additionally, issued $400.0 million of ten-year 4.15% unsecured notes, receiving net proceeds of approximately $399.3 million before underwriting fees, hedge termination costs and other expenses.

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

The following table summarizes the Company’s debt extinguishment costs on notes recorded as additional interest expense during the years ended December 31, 2019 and 2018, respectively (amounts in thousands):

Description		2019				2018
Prepayment premiums/penalties		$	10,266			$	—
Write-offs of unamortized deferred financing costs			287				—
Write-offs of unamortized (premiums)/discounts/OCI			1,043				—
Total		$	11,596			$	—

F-42

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2019 and 2018, respectively:

		December 31, 2019			December 31, 2018
Interest Rate Ranges		2.50% - 7.57%			2.85% - 7.57%
Weighted Average Interest Rate		4.21%			4.25%
Maturity Date Ranges		2021-2047			2019-2047

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for both the years ended December 31, 2019 and 2018.

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in June 2019 and expires in June 2022.

Line of Credit and Commercial Paper

On November 1, 2019, the Company replaced its existing $2.0 billion facility with a $2.5 billion unsecured revolving credit facility maturing November 1, 2024. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays a quarterly facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. Weighted average interest rates on the revolving credit facility were 3.12% and 2.97% for the years ended December 31, 2019 and 2018, respectively.

The Company has an unsecured commercial paper note program in the United States. On November 4, 2019, the Company increased the maximum aggregate amount outstanding for the commercial paper program from $500.0 million to $1.0 billion. The notes will be sold under customary terms in the United States commercial paper note market subject to market conditions and will rank pari passu with all of the Company’s other unsecured senior indebtedness. The notes bear interest at various floating rates with a weighted average interest rate of 2.42% and 2.35% for the years ended December 31, 2019 and 2018, respectively, and a weighted average maturity of 40 days and 22 days as of December 31, 2019 and 2018, respectively. The weighted average amount outstanding for the years ended December 31, 2019 and 2018 was approximately $434.4 million and $397.3 respectively.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program ($500.0 million at December 31, 2018) along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of December 31, 2019 and 2018 (amounts in thousands):

		December 31, 2019				December 31, 2018
Unsecured revolving credit facility commitment		$	2,500,000			$	2,000,000
Commercial paper balance outstanding			(1,000,000	)			(500,000	)
Unsecured revolving credit facility balance outstanding			(20,000	)			—
Other restricted amounts			(100,929	)			(103,622	)
Unsecured revolving credit facility availability		$	1,379,071			$	1,396,378

The following table summarizes the Company’s debt extinguishment costs on the line of credit recorded as additional interest expense during the years ended December 31, 2019 and 2018, respectively (amounts in thousands):

Description		2019				2018
Write-offs of unamortized deferred financing costs		$	588			$	—
Total		$	588			$	—

F-43

Debt Maturity Table

The following table provides a summary of the aggregate payments of principal on all debt for each of the next five years and thereafter as of December 31, 2019 (amounts in thousands):

Year		Total
2020 (1)		$	1,027,542
2021			926,404
2022			271,835
2023			1,329,088
2024			26,100
Thereafter			5,550,010
Subtotal			9,130,979
Deferred Financing Costs and Unamortized (Discount)			(94,023	)
Total		$	9,036,956

(1)	Includes $1.0 billion in principal outstanding on the Company’s commercial paper program.

10**.**	Derivative and Other Fair Value Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

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

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

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

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

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

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

F-44

The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value. The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at December 31, 2019 and 2018, respectively (amounts in thousands):

		December 31, 2019								December 31, 2018
		Carrying Value				Estimated Fair Value (Level 2)				Carrying Value				Estimated Fair Value (Level 2)
Mortgage notes payable, net		$	1,941,610			$	1,930,710			$	2,385,470			$	2,352,502
Unsecured debt, net			7,095,346				7,677,289				6,432,469				6,481,426
Total debt, net		$	9,036,956			$	9,607,999			$	8,817,939			$	8,833,928

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at December 31, 2019 and 2018, respectively (amounts in thousands):

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		12/31/2019				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan		Other Assets		$	151,889			$	151,889			$	—			$	—
Liabilities
Supplemental Executive Retirement Plan		Other Liabilities		$	151,889			$	151,889			$	—			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	463,400			$	—			$	463,400			$	—

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		12/31/2018				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		Other Assets		$	2,000			$	—			$	2,000			$	—
Supplemental Executive Retirement Plan		Other Assets			134,088				134,088				—				—
Total				$	136,088			$	134,088			$	2,000			$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges		Other Liabilities		$	2,277			$	—			$	2,277			$	—
Forward Starting Swaps		Other Liabilities			9,851				—				9,851				—
Supplemental Executive Retirement Plan		Other Liabilities			134,088				134,088				—				—
Total				$	146,216			$	134,088			$	12,128			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	379,106			$	—			$	379,106			$	—

F-45

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2019, 2018 and 2017, respectively (amounts in thousands):

December 31, 2019 Type of Fair Value Hedge		Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Recognized in Income on Derivative				Hedged Item		Income Statement Location of Hedged Item Gain/(Loss)		Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps		Interest expense		$	2,277			Fixed rate debt		Interest expense		$	(2,277	)
Total				$	2,277							$	(2,277	)

December 31, 2018 Type of Fair Value Hedge		Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Recognized in Income on Derivative				Hedged Item		Income Statement Location of Hedged Item Gain/(Loss)		Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps		Interest expense		$	(680	)		Fixed rate debt		Interest expense		$	680
Total				$	(680	)						$	680

December 31, 2017 Type of Fair Value Hedge		Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Recognized in Income on Derivative				Hedged Item		Income Statement Location of Hedged Item Gain/(Loss)		Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps		Interest expense		$	(3,454	)		Fixed rate debt		Interest expense		$	3,454
Total				$	(3,454	)						$	3,454

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2019, 2018 and 2017, respectively (amounts in thousands):

		Effective Portion
December 31, 2019 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	(33,765	)		Interest expense		$	(21,188	)
Total		$	(33,765	)				$	(21,188	)

		Effective Portion										Ineffective Portion
December 31, 2018 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income				Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	5,124			Interest expense		$	(18,452	)		N/A		$	—
Total		$	5,124					$	(18,452	)				$	—

F-46

		Effective Portion										Ineffective Portion
December 31, 2017 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income				Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	6,439			Interest expense		$	(18,858	)		N/A		$	—
Total		$	6,439					$	(18,858	)				$	—

As of December 31, 2019 and 2018, there were approximately $77.6 million and $65.0 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to derivative instruments, of which an estimated $24.9 million may be recognized as additional interest expense during the twelve months ending December 31, 2020.

In July 2019, six fair value interest rate swaps matured in conjunction with the maturity of $450.0 million of 2.375% unsecured notes.

In June 2019, the Company paid approximately $41.8 million to settle ten forward starting swaps in conjunction with the issuance of $600.0 million of ten-year unsecured public notes. The accrued interest of approximately $0.2 million was recorded as an increase to interest expense. The remaining $41.6 million will be deferred as a component of accumulated other comprehensive income (loss) and will be recognized as an increase to interest expense over the first nine years and eleven months of the notes.

In November 2018, the Company received approximately $16.4 million to settle six forward starting swaps in conjunction with the issuance of $400.0 million of ten-year unsecured public notes. The accrued interest of approximately $120,000 was recorded as an increase to interest expense. The remaining $16.5 million will be deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the first nine years and nine months of the notes.

In February 2018, the Company received approximately $1.6 million to settle two forward starting swaps in conjunction with the issuance of $500.0 million of ten-year unsecured public notes. The entire $1.6 million was initially deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the ten-year term of the notes.

In August 2017, the Company received $1.3 million to settle four forward starting swaps in conjunction with the issuance of $400.0 million of ten-year fixed rate public notes. The entire $1.3 million was initially deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the ten-year term of the notes.

F-47

11.	Earnings Per Share and Earnings Per Unit

Equity Residential

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

		Year Ended December 31,
		2019				2018				2017
Numerator for net income per share – basic:
Net income		$	1,009,708			$	685,192			$	628,381
Allocation to Noncontrolling Interests – Operating Partnership			(36,034	)			(24,939	)			(22,604	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Preferred distributions			(3,090	)			(3,090	)			(3,091	)
Numerator for net income per share – basic		$	967,287			$	654,445			$	600,363
Numerator for net income per share – diluted:
Net income		$	1,009,708			$	685,192			$	628,381
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Preferred distributions			(3,090	)			(3,090	)			(3,091	)
Numerator for net income per share – diluted		$	1,003,321			$	679,384			$	622,967
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic			370,461				368,052				366,968
Effect of dilutive securities:
OP Units			12,907				12,869				12,901
Long-term compensation shares/units			2,965				2,774				2,809
Denominator for net income per share – diluted			386,333				383,695				382,678
Net income per share – basic		$	2.61			$	1.78			$	1.64
Net income per share – diluted		$	2.60			$	1.77			$	1.63

ERP Operating Limited Partnership

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

		Year Ended December 31,
		2019				2018				2017
Numerator for net income per Unit – basic and diluted:
Net income		$	1,009,708			$	685,192			$	628,381
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			(3,297	)			(2,718	)			(2,323	)
Allocation to Preference Units			(3,090	)			(3,090	)			(3,091	)
Numerator for net income per Unit – basic and diluted		$	1,003,321			$	679,384			$	622,967
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic			383,368				380,921				379,869
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units			2,965				2,774				2,809
Denominator for net income per Unit – diluted			386,333				383,695				382,678
Net income per Unit – basic		$	2.61			$	1.78			$	1.64
Net income per Unit – diluted		$	2.60			$	1.77			$	1.63

12.	Share Incentive Plans

Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis with ERPOP receiving the net cash proceeds of such issuances. See Note 2 for additional information regarding the Company’s share-based compensation.

F-48

Overview of Share Incentive Plans

The 2019 Share Incentive Plan (the “2019 Plan”), as approved by the Company’s shareholders on June 27, 2019, expires on June 27, 2029 and reserves 11,331,958 Common Shares for issuance. All future awards will be granted under the 2019 Plan. As of December 31, 2019, 11,328,266 shares were available for future issuance.

Pursuant to the 2019 Plan, the 2011 Share Incentive Plan (the “2011 Plan”) and the 2002 Share Incentive Plan (the “2002 Plan”), as restated and amended (collectively the “Share Incentive Plans”), officers, trustees, key employees and consultants of the Company and its subsidiaries may be granted share options to acquire Common Shares (“Options”), including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares/units (including long-term incentive plan awards), subject to conditions and restrictions. Options, SARs, restricted shares and restricted units are sometimes collectively referred to herein as “Awards”.

The 2011 Plan and the 2002 Plan, as restated and amended, will both terminate when all outstanding Awards have expired or have been exercised/vested. The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted, absent immediate vesting and cash settlement. Any Options which had vested prior to such a termination would remain exercisable by the holder.

Employee Long-Term Compensation Awards

The following table summarizes the terms of Awards generally granted to employees:

		Options		Restricted Shares		Restricted Units
Overview		Options exercised after vesting result in issuance of new Common Shares.		Restricted shareholders generally have the same voting rights and receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder (1).		When certain conditions are met, restricted units convert into an equal number of OP Units, which the holder may exchange for Common Shares on a one-for-one basis or at the option of the Company the cash value of such shares. Restricted unitholders receive quarterly distribution payments on their restricted units at the same rate and on the same date as any other OP Unit holder (1).
Grant/Exercise Price		Granted at the fair market value of Common Shares as of the grant date.		Granted at the fair market value of Common Shares as of the grant date.		Granted at varying discount rates to the fair market value of Common Shares as of the grant date (2).
Vesting Period		In three equal installments over a three-year period from the grant date.		Three years from the grant date.		Three years from the grant date.
Expiration		Ten years from the grant date.		Not applicable.		Ten years from the grant date (2).
Upon Employee Termination		Unvested options are canceled.		Unvested restricted shares are canceled.		Unvested restricted units are canceled.

(1)

Dividends/distributions paid on unvested restricted shares and units are included as a component of retained earnings and Noncontrolling Interest – Operating Partnership/Limited Partners Capital, respectively, and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation.

(2)

A restricted unit will automatically convert to an OP Unit when the capital account of each restricted unit increases (“books-up”) to a specified target. The probability of a book-up occurring within the ten-year contractual life along with the liquidity risk associated with various hold period restrictions are both reflected in the discount. If the capital target is not attained within ten years following the date of issuance, the restricted unit will automatically be canceled and no compensation will be payable to the holder of such canceled restricted unit. If the capital target is attained and the restricted unit is converted to an OP Unit, it will not expire.

F-49

Long Term Incentive Plan

The Company’s executive compensation program allows the Chairman, Chief Executive Officer and certain other Executive Officers to earn from 0% to 200% of the target number of long-term incentive (“LTI”) awards, payable in the form of restricted shares and/or restricted units. The Company’s Total Shareholder Return (“TSR”) and Normalized Funds from Operations (“FFO”) results over a forward-looking three-year performance period determine the restricted shares and/or restricted units awarded and are compared to pre-established quantitative performance metrics. The grant date fair value of the awards is estimated using a Monte Carlo model for the TSR portion of the awards and the resulting expense is recorded over the service period regardless of whether the TSR performance measures are achieved and the Normalized FFO portion of the awards is adjusted based on the final achievement obtained. If the executive is retirement-eligible, the grant date fair value is amortized into expense over the first year. All other awards are amortized into expense over the three year performance and vesting period.

The LTI participants receive distributions on only restricted units awarded equal to 10% of the quarterly distributions paid on OP Units during the performance period. At the end of the performance period, LTI participants receive dividends/distributions actually earned on restricted shares or restricted units awarded during the performance period, less any distributions already paid on the restricted units. No payout would be made for any return below 50% of the target performance metric. If employment is terminated prior to vesting, the restricted shares and restricted units are generally canceled.

Trustees

All Trustees, with the exception of the Company’s Chairman and employee Trustees, are granted Options, restricted shares and/or restricted units that vest one-year from the grant date that corresponds to the term for which he or she has been elected to serve. Since 2016, the Chairman has only received awards under the LTI plan (see further discussion above).

Retirement Benefits

The Company’s Share Incentive Plans provide for certain benefits upon retirement. The following table summarizes the terms of each retirement eligibility category.

		Age 62 for Employees		Rule of 70 for Employees		Age 72 for Trustees
Eligibility		For employees hired prior to January 1, 2009 and who were age 59 or older as of February 1, 2019.		All employees (1).		All non-employee Trustees.
Effect on unvested restricted shares, restricted units and Options		Awards immediately vest and Options continue to be exercisable for the balance of the applicable ten-year option period.		Awards continue to vest per the original vesting schedule, subject to certain conditions, and Options continue to be exercisable for the balance of the applicable ten-year option period.		Awards immediately vest and Options continue to be exercisable for the balance of the applicable ten-year option period.
Effect on LTI Plan		Awards are prorated in proportion to the number of days worked in the first year of the three-year performance period and the individual does not receive any payout of shares or units until the final payout is determined at the end of the three-year performance period.

(1)	The Rule of 70 is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of termination equals or exceeds 70 years. In addition, the employee must give the Company at least six months’ advance written notice of his or her intention to retire along with agreeing to certain other conditions.

Under the Company’s definitions of retirement, some of its executive officers and its Chairman are retirement eligible.

F-50

Compensation Expense and Award Activity

The following tables summarize compensation information regarding the restricted shares, restricted units, Options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2019, 2018 and 2017.

		Year Ended December 31, 2019
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	11,522			$	916			$	—			$	12,438			$	979
Restricted units (2)			9,905				240				3,265				13,410				825
Options			2,420				254				1				2,675				—
ESPP discount			602				40				—				642				—
Total		$	24,449			$	1,450			$	3,266			$	29,165			$	1,804

		Year Ended December 31, 2018
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	7,406			$	852			$	—			$	8,258			$	754
Restricted units (2)			12,310				36				1,663				14,009				963
Options			6,683				296				2,755				9,734				—
ESPP discount			733				34				—				767				—
Total		$	27,132			$	1,218			$	4,418			$	32,768			$	1,717

		Year Ended December 31, 2017
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	9,209			$	568			$	—			$	9,777			$	761
Restricted units (2)			10,214				119				190				10,523				741
Options			4,893				323				1,619				6,835				—
ESPP discount			681				66				—				747				—
Total		$	24,997			$	1,076			$	1,809			$	27,882			$	1,502

(1)	The Company allows eligible officers the ability to receive immediately vested restricted units (subject to the book-up provisions described above and a two-year hold restriction) or immediately vested Options in-lieu of any percentage of their annual cash bonus.

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

Compensation expense is generally recognized for Awards as follows:

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

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

	•	ESPP discount – Immediately upon the purchase of Common Shares each quarter.

The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above. The total compensation expense related to Awards not yet vested at December 31, 2019 is $8.9 million (including the accelerated expenses for individuals approaching or meeting the retirement age criteria discussed above), which is expected to be recognized over a weighted average term of 1.35 years.

F-51

The tables below summarize the Award activity of the Share Incentive Plans for the three years ended December 31, 2019, 2018 and 2017:

		Common Shares Subject to Options				Weighted Average Exercise Price per Option				Restricted Shares				Weighted Average Fair Value per Restricted Share				Restricted Units				Weighted Average Fair Value per Restricted Unit
Balance at December 31, 2016			6,023,101			$	42.05				452,034			$	70.35				802,257			$	75.26
Awards granted (1) (5)			1,337,898			$	60.88				93,867			$	61.94				291,921			$	68.57
Awards exercised/vested (2) (3) (4)			(846,137	)		$	37.26				(165,744	)		$	58.04				(192,644	)		$	54.16
Awards forfeited			(27,547	)		$	61.85				(10,416	)		$	72.44				(274	)		$	75.50
Awards expired			(3,483	)		$	65.91				—				—				—				—
Balance at December 31, 2017			6,483,832			$	46.46				369,741			$	73.67				901,260			$	77.61
Awards granted (1) (5)			1,730,942			$	60.40				129,303			$	62.25				267,074			$	61.60
Awards exercised/vested (2) (3) (4)			(1,056,388	)		$	29.05				(194,116	)		$	77.32				(28,486	)		$	55.50
Awards forfeited			(38,133	)		$	60.74				(5,503	)		$	65.77				—			$	—
Awards expired			(8,018	)		$	59.70				—				—				—				—
Balance at December 31, 2018			7,112,235			$	52.35				299,425			$	66.52				1,139,848			$	71.07
Awards granted (1) (5)			234,147			$	72.10				163,799			$	73.96				141,772			$	67.22
Awards exercised/vested (2) (3) (4)			(1,745,050	)		$	44.72				(151,321	)		$	75.41				(422,784	)		$	70.77
Awards forfeited			(30,489	)		$	61.92				(5,197	)		$	65.35				(552	)		$	69.43
Awards expired			(3,299	)		$	40.39				—				—				—				—
Balance at December 31, 2019			5,567,544			$	55.52				306,706			$	66.15				858,284			$	64.95

(1)	The weighted average grant date fair value for Options granted during the years ended December 31, 2019, 2018 and 2017 was $8.05 per share, $6.17 per share and $5.86 per share, respectively.

(2)	The aggregate intrinsic value of Options exercised during the years ended December 31, 2019, 2018 and 2017 was $58.1 million, $42.9 million and $25.6 million, respectively. These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.

(3)	The fair value of restricted shares vested during the years ended December 31, 2019, 2018 and 2017 was $11.1 million, $11.5 million and $10.2 million, respectively.

(4)	The fair value of restricted units vested during the years ended December 31, 2019, 2018 and 2017 was $29.1 million, $1.8 million and $11.7 million, respectively.

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

The following table summarizes information regarding Options outstanding and exercisable at December 31, 2019 (aggregate intrinsic value is in thousands):

		Options				Weighted Average Remaining Contractual Life in Years				Weighted Average Exercise Price				Aggregate Intrinsic Value (1)
Options Outstanding			5,567,544				5.30			$	55.52			$	141,395
Options Exercisable			4,750,481				4.81			$	54.13			$	127,277
Vested and expected to vest			808,646				8.13			$	63.60			$	14,005

(1)	The aggregate intrinsic values were calculated as the excess, if any, between the Company’s closing share price of $80.92 per share on December 31, 2019 and the strike price of the underlying awards.

As of December 31, 2018 and 2017, 5,328,020 Options (with a weighted average exercise price of $49.57) and 5,336,043 Options (with a weighted average exercise price of $43.24) were exercisable, respectively.

F-52

13.	Employee Plans

The Company established an Employee Share Purchase Plan to provide each employee and trustee the ability to annually acquire up to $100,000 of Common Shares of EQR. The Company registered 7,000,000 Common Shares under the ESPP, of which 2,714,332 Common Shares remained available for purchase at December 31, 2019. The Common Shares may be purchased quarterly at a price equal to 85% of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. The following table summarizes information regarding the Common Shares issued under the ESPP with the net proceeds noted below being contributed to ERPOP in exchange for OP Units (amounts in thousands except share and per share amounts):

		Year Ended December 31,
		2019				2018				2017
Shares issued			48,131				75,414				68,286
Issuance price ranges		$59.56 – $72.91				$47.80 – $57.09				$52.79 – $58.06
Issuance proceeds			$3,116			$3,879				$3,744

The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Company matches dollar for dollar up to the first 4% of eligible compensation that a participant contributes to the 401(k) Plan for all employees except those defined as highly compensated employees, whose match is 3%. Participants are vested in the Company’s contributions over five years. The Company recognized an expense in the amount of $5.0 million, $4.9 million and $4.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.

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

14.	Distribution Reinvestment Plan

On September 30, 2014, the Company filed with the SEC a Form S-3 Registration Statement to register 4,790,000 Common Shares pursuant to a Distribution Reinvestment Plan (the “2014 DRIP”), which included the remaining shares available for issuance under a previous registration. The registration was automatically declared effective the same day and will expire when all 4,790,000 shares have been issued. The Company has 4,664,977 Common Shares available for issuance under the 2014 DRIP at December 31, 2019.

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

15.	Transactions with Related Parties

The Company leases its corporate headquarters from an entity affiliated with EQR’s Chairman of the Board of Trustees. The lease term expires on November 30, 2032 and contains two five-year extension options. The amount incurred for such office space for the years ended December 31, 2019, 2018 and 2017 were approximately $2.6 million, $2.5 million and $2.8 million, respectively. The Company believes these amounts approximate market rates for such rental space.

16.	Commitments and Contingencies

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

The Company 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.

As of December 31, 2019, the Company has two wholly owned projects and one partially owned project totaling 824 apartment units in various stages of development with remaining commitments to fund of approximately $421.2 million (inclusive of applicable construction mortgage and joint venture partner obligations) and estimated completion dates ranging through September 30, 2021, as well as other completed development projects that are in various stages of lease-up or are stabilized.

F-53

As of December 31, 2019, the Company has two joint venture agreements with third party partners for the consolidated development of multifamily rental properties. The development commitment to fund the project under construction is included in the development funding totals above for one of the joint ventures. The joint venture agreements with each partner include a buy-sell provision that provides the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 6 for additional discussion.

The Company has entered into a retirement benefits agreement with its Chairman and deferred compensation agreements with other former executive officers. During the years ended December 31, 2019, 2018 and 2017, the Company recognized compensation expense of $0.4 million, $0.3 million and $0.4 million, respectively, related to these agreements.

The following table summarizes the Company’s contractual obligations for deferred compensation for the next five years and thereafter as of December 31, 2019:

(Payments)/Receipts Due by Year (in thousands)
		2020				2021				2022				2023				2024				Thereafter				Total
Other Long-Term Liabilities:
Deferred Compensation (1)		$	(761	)		$	(1,116	)		$	(1,116	)		$	(991	)		$	(709	)		$	(3,897	)		$	(8,590	)

(1)	Estimated payments to the Company’s Chairman and one former executive officer based on actual and estimated retirement dates.

17.	Reportable Segments

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

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company’s operating performance geographically by market and both on a same store and non-same store basis. The Company’s geographic same store operating segments located in urban and high-density suburban communities represent its reportable segments (the recently acquired Denver properties owned by the Company were included in non–same store through 2019). The Company’s operating segments located in its other markets (Phoenix) that are not material have also been included in the tables presented below.

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

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2019, 2018 and 2017, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense and 2) real estate taxes and insurance expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

The following table presents a reconciliation of NOI from our rental real estate for the years ended December 31, 2019, 2018 and 2017, respectively (amounts in thousands):

		Year Ended December 31,
		2019				2018				2017
Rental income		$	2,700,691			$	2,577,681			$	2,470,689
Property and maintenance expense			(446,845	)			(429,335	)			(405,281	)
Real estate taxes and insurance expense			(366,139	)			(357,814	)			(335,495	)
Total operating expenses			(812,984	)			(787,149	)			(740,776	)
Net operating income		$	1,887,707			$	1,790,532			$	1,729,913

F-54

The following tables present NOI for each segment from our rental real estate for the years ended December 31, 2019, 2018 and 2017, respectively, as well as total assets and capital expenditures at December 31, 2019 and 2018, respectively (amounts in thousands):

		Year Ended December 31, 2019												Year Ended December 31, 2018												Year Ended December 31, 2017
		Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI
Same store (1)
Los Angeles		$	468,517			$	136,096			$	332,421			$	451,592			$	129,455			$	322,137			$	402,192			$	114,055			$	288,137
Orange County			105,087				24,407				80,680				101,198				24,468				76,730				88,527				21,544				66,983
San Diego			95,042				24,636				70,406				91,971				24,024				67,947				88,507				23,073				65,434
Subtotal - Southern California			668,646				185,139				483,507				644,761				177,947				466,814				579,226				158,672				420,554
San Francisco			480,499				116,036				364,463				463,492				112,331				351,161				430,501				108,689				321,812
Washington D.C.			413,006				125,688				287,318				403,761				123,345				280,416				430,060				129,720				300,340
New York			454,448				188,784				265,664				444,112				178,055				266,057				454,945				170,064				284,881
Boston			227,547				62,176				165,371				218,778				60,409				158,369				223,595				60,931				162,664
Seattle			207,019				56,016				151,003				200,222				55,871				144,351				191,074				52,470				138,604
Other Markets			2,094				714				1,380				1,940				658				1,282				1,839				652				1,187
Total same store			2,453,259				734,553				1,718,706				2,377,066				708,616				1,668,450				2,311,240				681,198				1,630,042
Non-same store/other (2) (3)
Non-same store			196,476				62,591				133,885				103,688				36,874				66,814				95,016				30,742				64,274
Other (3)			50,956				15,840				35,116				96,927				41,659				55,268				64,433				28,836				35,597
Total non-same store/other			247,432				78,431				169,001				200,615				78,533				122,082				159,449				59,578				99,871
Totals		$	2,700,691			$	812,984			$	1,887,707			$	2,577,681			$	787,149			$	1,790,532			$	2,470,689			$	740,776			$	1,729,913

(1)

For the years ended December 31, 2019 and 2018, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2018, less properties subsequently sold, which represented 71,830 apartment units. For the year ended December 31, 2017, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2017, less properties subsequently sold, which represented 71,721 apartment units.

(2)	For the years ended December 31, 2019 and 2018, non-same store primarily includes properties acquired after January 1, 2018, plus any properties in lease-up and not stabilized as of January 1, 2018. For the year ended December 31, 2017, non-same store primarily includes properties acquired after January 1, 2017, plus any properties in lease-up and not stabilized as of January 1, 2017.

(3)	Other includes development, other corporate operations and operations prior to disposition for properties sold.

		Year Ended December 31, 2019								Year Ended December 31, 2018
		Total Assets				Capital Expenditures				Total Assets				Capital Expenditures
Same store (1)
Los Angeles		$	2,975,420			$	31,738			$	2,958,361			$	28,574
Orange County			404,545				9,276				418,041				8,214
San Diego			389,537				4,464				405,449				4,525
Subtotal - Southern California			3,769,502				45,478				3,781,851				41,313
San Francisco			3,238,884				28,153				3,325,595				42,497
Washington D.C.			3,370,750				23,015				3,484,045				26,981
New York			3,866,500				25,132				3,878,580				23,126
Boston			1,464,196				23,823				1,514,814				24,000
Seattle			1,292,609				19,990				1,330,959				18,065
Other Markets			12,931				194				12,781				163
Total same store			17,015,372				165,785				17,328,625				176,145
Non-same store/other (2) (3)
Non-same store			3,447,497				10,788				1,990,102				5,934
Other (3)			709,900				1,850				1,075,482				6,422
Total non-same store/other			4,157,397				12,638				3,065,584				12,356
Totals		$	21,172,769			$	178,423			$	20,394,209			$	188,501

(1)	Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2018, less properties subsequently sold, which represented 71,830 apartment units.

(2)	Non-same store primarily includes properties acquired after January 1, 2018, plus any properties in lease-up and not stabilized as of January 1, 2018.

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

18.	Subsequent Events

Subsequent to December 31, 2019, the Company:

	•	Sold one partially owned property consisting of 136 apartment units for $31.2 million.

F-55

19**.**	Quarterly Financial Data (Unaudited)

Equity Residential

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

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2019 (1)		3/31				6/30				9/30				12/31
Total revenues		$	662,494			$	669,517			$	685,145			$	683,919
Operating income			209,969				369,260				368,363				408,952
Net income *			109,257				321,299				277,846				301,306
Net income available to Common Shares			103,766				308,196				266,333				288,992
Earnings per share:
Net income available to Common Shares - basic		$	0.28			$	0.83			$	0.72			$	0.78
Net income available to Common Shares - diluted		$	0.28			$	0.83			$	0.71			$	0.77

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2018 (1)		3/31				6/30				9/30				12/31
Total revenues		$	633,016			$	639,808			$	652,867			$	652,743
Operating income			339,082				217,603				339,403				219,282
Net income *			220,548				118,410				223,846				122,388
Net income available to Common Shares			211,036				112,830				214,164				116,415
Earnings per share:
Net income available to Common Shares - basic		$	0.57			$	0.31			$	0.58			$	0.32
Net income available to Common Shares - diluted		$	0.57			$	0.31			$	0.58			$	0.31

• The Company did not have any discontinued operations, extraordinary items or cumulative effect of change in accounting principle during the periods presented. Therefore, income from continuing operations and income before extraordinary items and cumulative effect of change in accounting principle are not shown as they were both equal to the net income amounts disclosed above.

	(1)	Amounts may not equal full year results due to rounding.

ERP Operating Limited Partnership

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

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2019 (1)		3/31				6/30				9/30				12/31
Total revenues		$	662,494			$	669,517			$	685,145			$	683,919
Operating income			209,969				369,260				368,363				408,952
Net income *			109,257				321,299				277,846				301,306
Net income available to Units			107,685				319,706				276,243				299,687
Earnings per Unit:
Net income available to Units - basic		$	0.28			$	0.83			$	0.72			$	0.78
Net income available to Units - diluted		$	0.28			$	0.83			$	0.71			$	0.77

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2018 (1)		3/31				6/30				9/30				12/31
Total revenues		$	633,016			$	639,808			$	652,867			$	652,743
Operating income			339,082				217,603				339,403				219,282
Net income *			220,548				118,410				223,846				122,388
Net income available to Units			219,095				117,129				222,323				120,837
Earnings per Unit:
Net income available to Units - basic		$	0.57			$	0.31			$	0.58			$	0.32
Net income available to Units - diluted		$	0.57			$	0.31			$	0.58			$	0.31

• The Operating Partnership did not have any discontinued operations, extraordinary items or cumulative effect of change in accounting principle during the periods presented. Therefore, income from continuing operations and income before extraordinary items and cumulative effect of change in accounting principle are not shown as they were both equal to the net income amounts disclosed above.

	(1)	Amounts may not equal full year results due to rounding.

F-56

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Overall Summary

December 31, 2019

		Properties				Apartment Units				Investment in Real Estate, Gross				Accumulated Depreciation				Investment in Real Estate, Net				Encumbrances (1)
Wholly Owned Unencumbered			257				68,002			$	23,408,268,350			$	(6,199,955,243	)		$	17,208,313,107			$	—
Wholly Owned Encumbered			35				8,425				3,204,805,398				(792,348,079	)			2,412,457,319				1,630,731,451
Wholly Owned Properties			292				76,427				26,613,073,748				(6,992,303,322	)			19,620,770,426				1,630,731,451
Partially Owned Unencumbered			9				1,847				524,897,809				(133,111,488	)			391,786,321				—
Partially Owned Encumbered			8				1,688				395,635,869				(151,371,564	)			244,264,305				310,878,101
Partially Owned Properties			17				3,535				920,533,678				(284,483,052	)			636,050,626				310,878,101
Total Unencumbered Properties			266				69,849				23,933,166,159				(6,333,066,731	)			17,600,099,428				—
Total Encumbered Properties			43				10,113				3,600,441,267				(943,719,643	)			2,656,721,624				1,941,609,552
Total Consolidated Investment in Real Estate			309				79,962			$	27,533,607,426			$	(7,276,786,374	)		$	20,256,821,052			$	1,941,609,552

(1)	See attached Encumbrances Reconciliation.

S-1

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 2019

Portfolio/Entity Encumbrances		Number of Properties Encumbered by				See Properties With Note:		Amount
Archstone Master Property Holdings LLC			13			H		$	798,230,171
Portfolio/Entity Encumbrances			13						798,230,171
Individual Property Encumbrances									1,143,379,381
Total Encumbrances per Financial Statements								$	1,941,609,552

S-2

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III – Real Estate and Accumulated Depreciation

(Amounts in thousands)

The changes in total real estate for the years ended December 31, 2019, 2018 and 2017 are as follows:

		2019				2018				2017
Balance, beginning of year		$	26,511,022			$	26,026,896			$	25,386,425
Acquisitions and development			1,704,320				855,254				710,960
Improvements			180,944				192,661				204,113
Dispositions and other			(862,679	)			(563,789	)			(274,602	)
Balance, end of year		$	27,533,607			$	26,511,022			$	26,026,896

The changes in accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 are as follows:

		2019				2018				2017
Balance, beginning of year		$	6,696,281			$	6,040,378			$	5,360,389
Depreciation			831,083				785,725				743,749
Dispositions and other			(250,578	)			(129,822	)			(63,760	)
Balance, end of year		$	7,276,786			$	6,696,281			$	6,040,378

S-3

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Wholly Owned Unencumbered:
100 K Apartments (fka 100K Street)		Washington, D.C.			—			2018			222			$	15,600,000			$	69,662,369			$	2,484			$	15,600,000			$	69,664,853			$	85,264,853			$	(3,157,965	)		$	82,106,888			$	—
140 Riverside Boulevard		New York, NY		G				2003			354				103,539,100				94,082,725				10,160,746				103,539,100				104,243,471				207,782,571				(52,510,393	)			155,272,178				—
160 Riverside Boulevard		New York, NY		G				2001			455				139,933,500				190,964,745				17,198,947				139,933,500				208,163,692				348,097,192				(104,423,480	)			243,673,712				—
170 Amsterdam		New York, NY		G				2015			236				—				112,096,955				439,194				—				112,536,149				112,536,149				(20,556,743	)			91,979,406				—
175 Kent		Brooklyn, NY		G				2011			113				22,037,831				53,962,169				2,003,647				22,037,831				55,965,816				78,003,647				(18,206,594	)			59,797,053				—
180 Montague (fka Brooklyn Heights)		Brooklyn, NY		G				2000			193				32,400,000				92,675,228				4,764,589				32,400,000				97,439,817				129,839,817				(27,077,371	)			102,762,446				—
180 Riverside Boulevard		New York, NY		G				1998			516				144,968,250				138,346,681				14,692,592				144,968,250				153,039,273				298,007,523				(78,364,843	)			219,642,680				—
1111 Belle Pre (fka The Madison)		Alexandria, VA		G				2014			360				18,937,702				94,758,679				399,141				18,937,702				95,157,820				114,095,522				(25,780,466	)			88,315,056				—
1210 Mass		Washington, D.C.		G				2004			144				9,213,512				36,559,189				2,770,003				9,213,512				39,329,192				48,542,704				(20,032,298	)			28,510,406				—
1401 Joyce on Pentagon Row		Arlington, VA			—			2004			326				9,780,000				89,668,165				5,482,703				9,780,000				95,150,868				104,930,868				(38,110,856	)			66,820,012				—
1500 Mass Ave		Washington, D.C.		G				1951			556				54,638,298				40,361,702				15,851,496				54,638,298				56,213,198				110,851,496				(29,241,959	)			81,609,537				—
1800 Oak (fka Rosslyn)		Arlington, VA		G				2003			314				31,400,000				109,005,734				7,759,305				31,400,000				116,765,039				148,165,039				(32,605,736	)			115,559,303				—
2201 Pershing Drive		Arlington, VA		G				2012			188				11,321,198				49,674,175				2,653,163				11,321,198				52,327,338				63,648,536				(15,332,930	)			48,315,606				—
2201 Wilson		Arlington, VA		G				2000			219				21,900,000				78,724,663				4,621,475				21,900,000				83,346,138				105,246,138				(23,254,386	)			81,991,752				—
2400 M St		Washington, D.C.		G				2006			359				30,006,593				114,013,785				4,706,151				30,006,593				118,719,936				148,726,529				(57,645,397	)			91,081,132				—
315 on A		Boston, MA		G				2013			202				14,450,070				115,824,930				1,261,179				14,450,070				117,086,109				131,536,179				(22,891,380	)			108,644,799				—
340 Fremont (fka Rincon Hill)		San Francisco, CA			—			2016			348				42,000,000				248,609,655				179,247				42,000,000				248,788,902				290,788,902				(33,388,938	)			257,399,964				—
341 Nevins		Brooklyn, NY			—			(F)			—				3,621,830				189,222				—				3,621,830				189,222				3,811,052				—				3,811,052				—
3003 Van Ness (fka Van Ness)		Washington, D.C.			—			1970			625				56,300,000				141,191,580				7,157,154				56,300,000				148,348,734				204,648,734				(43,856,738	)			160,791,996				—
425 Mass		Washington, D.C.		G				2009			559				28,150,000				138,600,000				4,759,357				28,150,000				143,359,357				171,509,357				(53,491,733	)			118,017,624				—
455 Eye Street		Washington, D.C.		G				2017			174				11,941,407				61,418,274				40,682				11,941,407				61,458,956				73,400,363				(6,002,916	)			67,397,447				—
4701 Willard		Chevy Chase, MD		G				1966			517				76,921,130				153,947,682				31,235,663				76,921,130				185,183,345				262,104,475				(67,153,478	)			194,950,997				—
4885 Edgemoor Lane		Bethesda, MD			—			(F)			—				—				10,864,626				—				—				10,864,626				10,864,626				—				10,864,626				—
4th and Hill		Los Angeles, CA			—			(F)			—				13,131,456				16,680,349				—				13,131,456				16,680,349				29,811,805				—				29,811,805				—
600 Washington		New York, NY		G				2004			135				32,852,000				43,140,551				1,548,076				32,852,000				44,688,627				77,540,627				(22,331,625	)			55,209,002				—
660 Washington (fka Boston Common)		Boston, MA		G				2006			420				106,100,000				166,311,679				4,730,410				106,100,000				171,042,089				277,142,089				(46,949,010	)			230,193,079				—
70 Greene		Jersey City, NJ		G				2010			480				28,108,899				236,763,553				2,932,277				28,108,899				239,695,830				267,804,729				(81,879,133	)			185,925,596				—
71 Broadway		New York, NY		G				1997			238				22,611,600				77,492,171				17,054,425				22,611,600				94,546,596				117,158,196				(51,104,697	)			66,053,499				—
77 Bluxome		San Francisco, CA			—			2007			102				5,249,124				18,609,876				479,898				5,249,124				19,089,774				24,338,898				(6,408,288	)			17,930,610				—
77 Park Avenue (fka Hoboken)		Hoboken, NJ		G				2000			301				27,900,000				168,992,440				7,688,560				27,900,000				176,681,000				204,581,000				(47,768,422	)			156,812,578				—
777 Sixth		New York, NY		G				2002			294				65,352,706				65,747,294				4,999,856				65,352,706				70,747,150				136,099,856				(30,672,075	)			105,427,781				—
88 Hillside		Daly City, CA		G				2011			95				7,786,800				31,587,325				3,225,899				7,786,800				34,813,224				42,600,024				(11,434,181	)			31,165,843				—
855 Brannan		San Francisco, CA		G				2018			449				41,363,921				282,107,685				62,476				41,363,921				282,170,161				323,534,082				(23,429,467	)			300,104,615				—
929 Mass (fka 929 House)		Cambridge, MA		G				1975			127				3,252,993				21,745,595				7,695,575				3,252,993				29,441,170				32,694,163				(19,893,418	)			12,800,745				—
Academy Village		North Hollywood, CA			—			1989			248				25,000,000				23,593,194				9,821,339				25,000,000				33,414,533				58,414,533				(20,345,297	)			38,069,236				—
Acappella		Pasadena, CA			—			2002			143				5,839,548				29,360,452				2,301,628				5,839,548				31,662,080				37,501,628				(12,293,107	)			25,208,521				—
Acton Courtyard		Berkeley, CA		G				2003			71				5,550,000				15,785,509				396,492				5,550,000				16,182,001				21,732,001				(7,612,133	)			14,119,868				—
Alban Towers		Washington, D.C.			—			1934			229				18,900,000				89,794,201				6,474,195				18,900,000				96,268,396				115,168,396				(25,786,581	)			89,381,815				—
Alborada		Fremont, CA			—			1999			442				24,310,000				59,214,129				9,528,299				24,310,000				68,742,428				93,052,428				(44,468,172	)			48,584,256				—
Alcott Apartments (fka West End Tower)		Boston, MA		G				(F)			—				10,424,000				128,885,729				—				10,424,000				128,885,729				139,309,729				—				139,309,729				—
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2))		Los Angeles, CA			—			2016			545				43,783,485				150,235,905				493,024				43,783,485				150,728,929				194,512,414				(20,615,169	)			173,897,245				—
Alton, The (fka Millikan)		Irvine, CA			—			2017			344				11,049,027				96,526,323				150,438				11,049,027				96,676,761				107,725,788				(11,346,591	)			96,379,197				—
Arbor Terrace		Sunnyvale, CA			—			1979			175				9,057,300				18,483,642				11,357,865				9,057,300				29,841,507				38,898,807				(17,937,496	)			20,961,311				—
Arches, The		Sunnyvale, CA			—			1974			410				26,650,000				62,850,000				2,623,168				26,650,000				65,473,168				92,123,168				(24,870,049	)			67,253,119				—

S-4

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Artisan on Second		Los Angeles, CA			—			2008			118				8,000,400				36,074,600				1,173,462				8,000,400				37,248,062				45,248,462				(12,924,017	)			32,324,445				—
Artisan Square		Northridge, CA			—			2002			140				7,000,000				20,537,359				1,889,100				7,000,000				22,426,459				29,426,459				(13,116,756	)			16,309,703				—
Artistry Emeryville (fka Emeryville)		Emeryville, CA			—			1994			267				12,300,000				61,466,267				7,189,056				12,300,000				68,655,323				80,955,323				(20,908,096	)			60,047,227				—
Atelier		Brooklyn, NY		G				2015			120				32,401,680				47,135,432				432,778				32,401,680				47,568,210				79,969,890				(8,426,826	)			71,543,064				—
Avenue Two		Redwood City, CA			—			1972			123				7,995,000				18,005,000				2,417,128				7,995,000				20,422,128				28,417,128				(7,587,499	)			20,829,629				—
Axis at Shady Grove		Rockville, MD			—			2016			366				14,745,774				90,503,831				123,658				14,745,774				90,627,489				105,373,263				(6,627,790	)			98,745,473				—
Azure (fka Mission Bay-Block 13)		San Francisco, CA			—			2015			273				32,855,115				153,569,655				385,653				32,855,115				153,955,308				186,810,423				(25,110,173	)			161,700,250				—
Bay Hill		Long Beach, CA			—			2002			160				7,600,000				27,437,239				3,648,128				7,600,000				31,085,367				38,685,367				(16,705,166	)			21,980,201				—
Beatrice, The		New York, NY			—			2010			302				114,351,405				165,648,595				1,852,511				114,351,405				167,501,106				281,852,511				(51,586,536	)			230,265,975				—
Bella Vista I, II, III Combined		Woodland Hills, CA			—			2003-2007			579				31,682,754				121,095,786				10,564,320				31,682,754				131,660,106				163,342,860				(63,397,900	)			99,944,960				—
Belle Arts Condominium Homes, LLC		Bellevue, WA			—			2000			1				63,158				236,157				2,098				63,158				238,255				301,413				(91,640	)			209,773				—
Belle Fontaine		Marina Del Rey, CA			—			2003			102				9,098,808				28,701,192				2,077,210				9,098,808				30,778,402				39,877,210				(9,929,838	)			29,947,372				—
Breakwater at Marina Del Rey		Marina Del Rey, CA			—			1964-1969			224				—				73,189,262				2,301,977				—				75,491,239				75,491,239				(22,556,033	)			52,935,206				—
Briarwood (CA)		Sunnyvale, CA			—			1985			192				9,991,500				22,247,278				4,223,652				9,991,500				26,470,930				36,462,430				(19,003,418	)			17,459,012				—
Brodie, The		Westminster, CO			—			2016			312				8,639,904				79,254,009				338,241				8,639,904				79,592,250				88,232,154				(4,390,121	)			83,842,033				—
Brooklyner, The (fka 111 Lawrence)		Brooklyn, NY		G				2010			490				40,099,922				221,438,631				4,272,230				40,099,922				225,710,861				265,810,783				(69,755,616	)			196,055,167				—
C on Pico		Los Angeles, CA			—			2014			94				17,125,766				28,074,234				468,094				17,125,766				28,542,328				45,668,094				(4,917,365	)			40,750,729				—
Carlyle Mill		Alexandria, VA			—			2002			317				10,000,000				51,367,913				9,043,657				10,000,000				60,411,570				70,411,570				(34,997,308	)			35,414,262				—
Carmel Terrace		San Diego, CA			—			1988-1989			384				2,288,300				20,596,281				12,519,325				2,288,300				33,115,606				35,403,906				(28,576,803	)			6,827,103				—
Cascade		Seattle, WA		G				2017			477				23,751,564				149,388,658				10,060				23,751,564				149,398,718				173,150,282				(14,329,011	)			158,821,271				—
Centennial (fka Centennial Court & Centennial Tower)		Seattle, WA		G				1991/2001			408				9,700,000				70,080,378				13,065,205				9,700,000				83,145,583				92,845,583				(43,852,523	)			48,993,060				—
Centre Club Combined		Ontario, CA			—			1994 & 2002			412				7,436,000				33,014,789				9,490,814				7,436,000				42,505,603				49,941,603				(26,716,928	)			23,224,675				—
Chloe on Madison (fka 1401 E. Madison)		Seattle, WA		G				2019			137				10,401,958				52,593,395				—				10,401,958				52,593,395				62,995,353				(497,660	)			62,497,693				—
Chloe on Union (fka Chloe)		Seattle, WA		G				2010			117				14,835,571				39,359,650				2,516,557				14,835,571				41,876,207				56,711,778				(4,541,342	)			52,170,436				—
Church Corner		Cambridge, MA		G				1987			85				5,220,000				16,744,643				3,270,549				5,220,000				20,015,192				25,235,192				(10,988,447	)			14,246,745				—
City Gate at Cupertino (fka Cupertino)		Cupertino, CA			—			1998			311				40,400,000				95,937,046				7,548,015				40,400,000				103,485,061				143,885,061				(29,361,079	)			114,523,982				—
City Pointe		Fullerton, CA		G				2004			183				6,863,792				36,476,208				3,588,233				6,863,792				40,064,441				46,928,233				(15,519,206	)			31,409,027				—
City Square Bellevue (fka Bellevue)		Bellevue, WA		G				1998			191				15,100,000				41,876,257				3,873,050				15,100,000				45,749,307				60,849,307				(13,419,667	)			47,429,640				—
Clarendon, The		Arlington, VA		G				2005			292				30,400,340				103,824,660				2,674,009				30,400,340				106,498,669				136,899,009				(36,985,746	)			99,913,263				—
Cleo, The		Los Angeles, CA			—			1989			92				6,615,467				14,829,335				4,079,934				6,615,467				18,909,269				25,524,736				(9,776,697	)			15,748,039				—
Connecticut Heights		Washington, D.C.			—			1974			518				27,600,000				114,002,295				10,060,643				27,600,000				124,062,938				151,662,938				(33,971,504	)			117,691,434				—
Corcoran House at DuPont Circle (fka DuPont Circle)		Washington, D.C.		G				1961			138				13,500,000				26,913,113				2,637,933				13,500,000				29,551,046				43,051,046				(9,012,285	)			34,038,761				—
Courthouse Plaza		Arlington, VA		G				1990			396				—				87,386,024				6,316,702				—				93,702,726				93,702,726				(28,408,921	)			65,293,805				—
Creekside (San Mateo)		San Mateo, CA			—			1985			192				9,606,600				21,193,232				4,951,801				9,606,600				26,145,033				35,751,633				(18,907,735	)			16,843,898				—
Cronins Landing		Waltham, MA		G				1998			281				32,300,000				85,119,324				11,972,290				32,300,000				97,091,614				129,391,614				(27,201,943	)			102,189,671				—
Crystal Place		Arlington, VA			—			1986			181				17,200,000				47,918,975				3,946,812				17,200,000				51,865,787				69,065,787				(15,614,718	)			53,451,069				—
Dalton, The		Alexandria, VA		G				2018			270				22,947,777				95,292,515				(6	)			22,947,777				95,292,509				118,240,286				—				118,240,286				—
Deerwood (SD)		San Diego, CA			—			1990			316				2,082,095				18,739,815				15,675,022				2,082,095				34,414,837				36,496,932				(30,453,714	)			6,043,218				—
Del Mar Ridge		San Diego, CA			—			1998			181				7,801,824				36,948,176				4,246,225				7,801,824				41,194,401				48,996,225				(17,680,819	)			31,315,406				—
Eagle Canyon		Chino Hills, CA			—			1985			252				1,808,900				16,274,361				10,865,978				1,808,900				27,140,339				28,949,239				(20,747,510	)			8,201,729				—
Edgemont at Bethesda Metro		Bethesda, MD			—			1989			122				13,092,552				43,907,448				1,674,370				13,092,552				45,581,818				58,674,370				(15,155,907	)			43,518,463				—
Emerson Place		Boston, MA		G				1962			444				14,855,000				57,566,636				35,014,249				14,855,000				92,580,885				107,435,885				(63,325,270	)			44,110,615				—
Encore at Sherman Oaks, The		Sherman Oaks, CA			—			1988			174				8,700,000				25,446,003				3,847,449				8,700,000				29,293,452				37,993,452				(10,801,336	)			27,192,116				—
Eviva on Cherokee		Denver, CO			—			2017			274				10,507,626				100,037,204				151,235				10,507,626				100,188,439				110,696,065				(6,553,585	)			104,142,480				—

S-5

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Fountains at Emerald Park (fka Emerald Park)		Dublin, CA			—			2000			324				25,900,000				83,986,217				3,935,049				25,900,000				87,921,266				113,821,266				(25,270,333	)			88,550,933				—
Fremont Center		Fremont, CA		G				2002			322				25,800,000				78,753,114				4,490,634				25,800,000				83,243,748				109,043,748				(24,471,382	)			84,572,366				—
Gaithersburg Station		Gaithersburg, MD		G				2013			400				17,500,000				74,678,917				3,537,268				17,500,000				78,216,185				95,716,185				(20,628,153	)			75,088,032				—
Gallery, The		Hermosa Beach, CA			—			1971			169				18,144,000				46,567,941				2,995,980				18,144,000				49,563,921				67,707,921				(24,741,834	)			42,966,087				—
Gateway at Malden Center		Malden, MA		G				1988			203				9,209,780				25,722,666				16,463,954				9,209,780				42,186,620				51,396,400				(26,861,288	)			24,535,112				—
Geary Court Yard		San Francisco, CA			—			1990			165				1,722,400				15,471,429				6,197,853				1,722,400				21,669,282				23,391,682				(15,406,560	)			7,985,122				—
Girard		Boston, MA		G				2016			160				—				102,450,328				865,330				—				103,315,658				103,315,658				(11,248,402	)			92,067,256				—
Hampshire Place		Los Angeles, CA			—			1989			259				10,806,000				30,335,330				8,125,571				10,806,000				38,460,901				49,266,901				(19,841,849	)			29,425,052				—
Harbor Steps		Seattle, WA		G				2000			761				59,403,601				158,829,432				40,880,428				59,403,601				199,709,860				259,113,461				(97,046,373	)			162,067,088				—
Hathaway		Long Beach, CA			—			1987			385				2,512,500				22,611,912				13,674,471				2,512,500				36,286,383				38,798,883				(27,001,675	)			11,797,208				—
Helios (fka 2nd+Pine)		Seattle, WA		G				2017			398				18,061,674				206,628,093				110,524				18,061,674				206,738,617				224,800,291				(20,125,380	)			204,674,911				—
Heritage at Stone Ridge		Burlington, MA			—			2005			180				10,800,000				31,808,335				2,849,652				10,800,000				34,657,987				45,457,987				(17,798,543	)			27,659,444				—
Heritage Ridge		Lynwood, WA			—			1999			197				6,895,000				18,983,597				4,605,503				6,895,000				23,589,100				30,484,100				(11,968,336	)			18,515,764				—
Hesby		North Hollywood, CA			—			2013			308				23,299,892				102,700,108				1,653,931				23,299,892				104,354,039				127,653,931				(25,277,554	)			102,376,377				—
Highlands at South Plainfield		South Plainfield, NJ			—			2000			252				10,080,000				37,526,912				2,592,223				10,080,000				40,119,135				50,199,135				(20,191,766	)			30,007,369				—
Hikari		Los Angeles, CA		G				2007			128				9,435,760				32,564,240				965,477				9,435,760				33,529,717				42,965,477				(11,609,215	)			31,356,262				—
Hudson Crossing		New York, NY		G				2003			259				23,420,000				69,977,699				3,000,297				23,420,000				72,977,996				96,397,996				(38,482,671	)			57,915,325				—
Hudson Pointe		Jersey City, NJ			—			2003			182				5,350,000				41,114,074				6,902,664				5,350,000				48,016,738				53,366,738				(26,064,218	)			27,302,520				—
Hunt Club II		Charlotte, NC			—			(F)			—				100,000				—				—				100,000				—				100,000				—				100,000				—
Huxley, The		Redwood City, CA			—			2018			137				18,775,028				89,335,476				5,577				18,775,028				89,341,053				108,116,081				(2,362,663	)			105,753,418				—
Ivory Wood		Bothell, WA			—			2000			144				2,732,800				13,888,282				1,716,006				2,732,800				15,604,288				18,337,088				(8,531,839	)			9,805,249				—
Jia (fka Chinatown Gateway)		Los Angeles, CA		G				2014			280				14,791,831				77,752,457				816,097				14,791,831				78,568,554				93,360,385				(22,410,277	)			70,950,108				—
Junction 47 (fka West Seattle)		Seattle, WA		G				2015			206				11,726,305				56,576,329				139,678				11,726,305				56,716,007				68,442,312				(9,832,830	)			58,609,482				—
Kelvin, The (fka Modera)		Irvine, CA			—			2015			194				15,521,552				64,853,448				593,826				15,521,552				65,447,274				80,968,826				(12,644,037	)			68,324,789				—
Kenwood Mews		Burbank, CA			—			1991			141				14,100,000				24,662,883				4,164,875				14,100,000				28,827,758				42,927,758				(14,951,144	)			27,976,614				—
Laguna Clara		Santa Clara, CA			—			1972			264				13,642,420				29,597,400				5,500,048				13,642,420				35,097,448				48,739,868				(19,856,605	)			28,883,263				—
Landings at Port Imperial		W. New York, NJ			—			1999			276				27,246,045				37,741,050				14,471,631				27,246,045				52,212,681				79,458,726				(33,207,884	)			46,250,842				—
Lane		Seattle, WA		G				2019			217				13,142,946				71,853,083				(1	)			13,142,946				71,853,082				84,996,028				—				84,996,028				—
Lex, The		San Jose, CA			—			2017			387				21,817,512				158,778,598				77,511				21,817,512				158,856,109				180,673,621				(8,972,354	)			171,701,267				—
Liberty Park		Braintree, MA			—			2000			202				5,977,504				26,749,111				6,951,551				5,977,504				33,700,662				39,678,166				(19,975,624	)			19,702,542				—
Liberty Tower		Arlington, VA		G				2008			235				16,382,822				83,817,078				2,551,120				16,382,822				86,368,198				102,751,020				(31,785,187	)			70,965,833				—
Lincoln Heights		Quincy, MA			—			1991			336				5,928,400				33,595,262				15,019,958				5,928,400				48,615,220				54,543,620				(37,746,289	)			16,797,331				—
Lindley Apartments		Encino, CA			—			2004			129				5,805,000				25,705,000				2,055,111				5,805,000				27,760,111				33,565,111				(10,259,804	)			23,305,307				—
Lofts at Kendall Square (fka Kendall Square)		Cambridge, MA			—			1998			186				18,696,674				78,445,657				6,941,386				18,696,674				85,387,043				104,083,717				(24,300,285	)			79,783,432				—
Lofts at Kendall Square ll (fka 249 Third Street)		Cambridge, MA		G				2019			84				4,603,326				42,655,411				—				4,603,326				42,655,411				47,258,737				(388,231	)			46,870,506				—
Longacre House		New York, NY		G				2000			293				73,170,045				53,962,510				4,562,899				73,170,045				58,525,409				131,695,454				(26,269,075	)			105,426,379				—
Longfellow Place		Boston, MA		G				1975			710				38,264,917				132,175,915				86,857,633				38,264,917				219,033,548				257,298,465				(153,930,179	)			103,368,286				—
Madox		Jersey City, NJ		G				2013			131				9,679,635				64,594,205				456,215				9,679,635				65,050,420				74,730,055				(4,991,342	)			69,738,713				—
Mantena		New York, NY		G				2012			98				22,346,513				61,501,158				1,159,451				22,346,513				62,660,609				85,007,122				(18,028,047	)			66,979,075				—
Marina 41 (fka Marina Del Rey)		Marina Del Rey, CA			—			1973			623				—				168,842,442				9,214,698				—				178,057,140				178,057,140				(53,401,243	)			124,655,897				—
Mariposa at Playa Del Rey (fka Playa Del Rey)		Playa Del Rey, CA			—			2004			354				60,900,000				89,311,482				6,259,009				60,900,000				95,570,491				156,470,491				(28,260,197	)			128,210,294				—
Mark on 8th		Seattle, WA		G				2016			174				23,004,387				51,148,861				132,254				23,004,387				51,281,115				74,285,502				(4,399,467	)			69,886,035				—
Market Street Village		San Diego, CA			—			2006			229				13,740,000				40,757,301				2,433,811				13,740,000				43,191,112				56,931,112				(21,071,334	)			35,859,778				—
Milano Lofts		Los Angeles, CA		G				1925/2006			99				8,125,216				27,378,784				4,128,987				8,125,216				31,507,771				39,632,987				(9,253,714	)			30,379,273				—
Mill Creek		Milpitas, CA			—			1991			516				12,858,693				57,168,503				17,604,121				12,858,693				74,772,624				87,631,317				(39,853,420	)			47,777,897				—
Montierra (CA)		San Diego, CA			—			1990			272				8,160,000				29,360,938				8,510,123				8,160,000				37,871,061				46,031,061				(26,472,405	)			19,558,656				—

S-6

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Mosaic at Metro		Hyattsville, MD			—			2008			260				—				59,580,898				1,537,111				—				61,118,009				61,118,009				(23,624,406	)			37,493,603				—
Mountain View Redevelopment		Mountain View, CA			—			(F)			—				—				882,046				—				—				882,046				882,046				—				882,046				—
Mozaic at Union Station		Los Angeles, CA			—			2007			272				8,500,000				52,529,446				2,472,824				8,500,000				55,002,270				63,502,270				(26,004,162	)			37,498,108				—
Murray Hill Tower (fka Murray Hill)		New York, NY		G				1974			270				75,800,000				102,705,401				10,547,453				75,800,000				113,252,854				189,052,854				(34,480,104	)			154,572,750				—
Next on Sixth		Los Angeles, CA		G				2017			398				52,509,906				136,635,362				52,028				52,509,906				136,687,390				189,197,296				(6,067,150	)			183,130,146				—
North Pier at Harborside		Jersey City, NJ			—			2003			297				4,000,159				94,290,590				5,767,779				4,000,159				100,058,369				104,058,528				(53,298,183	)			50,760,345				—
Northglen		Valencia, CA			—			1988			234				9,360,000				20,778,553				6,828,841				9,360,000				27,607,394				36,967,394				(16,473,980	)			20,493,414				—
Northpark		Burlingame, CA			—			1972			510				38,607,000				77,472,217				15,236,070				38,607,000				92,708,287				131,315,287				(40,034,278	)			91,281,009				—
Northridge		Pleasant Hill, CA			—			1974			221				5,524,000				14,691,705				11,618,255				5,524,000				26,309,960				31,833,960				(20,784,027	)			11,049,933				—
Oak Park Combined		Agoura Hills, CA			—			1989 & 1990			444				3,390,700				30,517,274				11,129,906				3,390,700				41,647,180				45,037,880				(33,598,181	)			11,439,699				—
Oaks		Santa Clarita, CA			—			2000			520				23,400,000				61,020,438				7,150,916				23,400,000				68,171,354				91,571,354				(38,896,036	)			52,675,318				—
Oakwood Crystal City		Arlington, VA			—			1987			162				15,400,000				35,474,336				4,164,931				15,400,000				39,639,267				55,039,267				(11,715,439	)			43,323,828				—
Ocean Crest		Solana Beach, CA			—			1986			146				5,111,200				11,910,438				4,831,677				5,111,200				16,742,115				21,853,315				(11,831,439	)			10,021,876				—
Odin (fka Tallman)		Seattle, WA			—			2015			301				16,807,519				64,519,515				70,389				16,807,519				64,589,904				81,397,423				(11,050,157	)			70,347,266				—
Old Town Lofts		Redmond, WA		G				2014			149				7,740,467				44,146,181				821,523				7,740,467				44,967,704				52,708,171				(8,666,808	)			44,041,363				—
Olympus Towers		Seattle, WA		G				2000			328				14,752,034				73,335,425				10,370,617				14,752,034				83,706,042				98,458,076				(46,375,373	)			52,082,703				—
One Henry Adams		San Francisco, CA		G				2016			241				30,224,393				139,558,692				22,022				30,224,393				139,580,714				169,805,107				(16,605,628	)			153,199,479				—
One India Street (fka Oakwood Boston)		Boston, MA		G				1901			94				22,200,000				28,672,979				6,249,693				22,200,000				34,922,672				57,122,672				(9,689,007	)			47,433,665				—
Pacific Place		Los Angeles, CA			—			2008			430				32,250,000				110,750,000				2,028,500				32,250,000				112,778,500				145,028,500				(31,554,841	)			113,473,659				—
Packard Building		Seattle, WA		G				2010			61				5,911,041				19,954,959				1,112,353				5,911,041				21,067,312				26,978,353				(3,941,611	)			23,036,742				—
Parc 77		New York, NY		G				1903			137				40,504,000				18,025,679				6,560,029				40,504,000				24,585,708				65,089,708				(14,088,276	)			51,001,432				—
Parc Cameron		New York, NY		G				1927			166				37,600,000				9,855,597				7,590,854				37,600,000				17,446,451				55,046,451				(11,702,099	)			43,344,352				—
Parc Coliseum		New York, NY		G				1910			177				52,654,000				23,045,751				9,553,310				52,654,000				32,599,061				85,253,061				(19,280,179	)			65,972,882				—
Parc East Towers		New York, NY		G				1977			324				102,163,000				108,989,402				12,219,604				102,163,000				121,209,006				223,372,006				(56,644,803	)			166,727,203				—
Parc on Powell (fka Parkside at Emeryville)		Emeryville, CA		G				2015			173				16,667,059				65,073,509				419,037				16,667,059				65,492,546				82,159,605				(12,009,148	)			70,150,457				—
Park Connecticut		Washington, D.C.			—			2000			142				13,700,000				59,087,519				1,863,350				13,700,000				60,950,869				74,650,869				(16,566,168	)			58,084,701				—
Park Hacienda (fka Hacienda)		Pleasanton, CA			—			2000			540				43,200,000				128,753,359				6,614,073				43,200,000				135,367,432				178,567,432				(39,974,119	)			138,593,313				—
Park West (CA)		Los Angeles, CA			—			1987/1990			444				3,033,500				27,302,383				12,126,113				3,033,500				39,428,496				42,461,996				(30,924,343	)			11,537,653				—
Parkside		Union City, CA			—			1979			208				6,246,700				11,827,453				8,185,992				6,246,700				20,013,445				26,260,145				(13,217,770	)			13,042,375				—
Pearl, The (WA)		Seattle, WA		G				2008			80				6,972,585				26,527,415				1,051,124				6,972,585				27,578,539				34,551,124				(5,151,187	)			29,399,937				—
Pearl MDR (fka Oakwood Marina Del Rey)		Marina Del Rey, CA		G				1969			597				—				120,795,359				5,726,479				—				126,521,838				126,521,838				(38,784,120	)			87,737,718				—
Pegasus		Los Angeles, CA		G				1949/2003			322				18,094,052				81,905,948				6,904,081				18,094,052				88,810,029				106,904,081				(32,523,925	)			74,380,156				—
Playa Pacifica		Hermosa Beach, CA			—			1972			285				35,100,000				33,473,822				23,756,377				35,100,000				57,230,199				92,330,199				(31,171,766	)			61,158,433				—
Portofino		Chino Hills, CA			—			1989			176				3,572,400				14,660,994				3,874,242				3,572,400				18,535,236				22,107,636				(14,171,043	)			7,936,593				—
Portofino (Val)		Valencia, CA			—			1989			216				8,640,000				21,487,126				5,837,031				8,640,000				27,324,157				35,964,157				(17,518,529	)			18,445,628				—
Portside Towers		Jersey City, NJ		G				1992-1997			527				22,487,006				96,842,913				24,128,821				22,487,006				120,971,734				143,458,740				(89,422,204	)			54,036,536				—
Potrero 1010		San Francisco, CA		G				2016			453				40,830,011				181,812,933				518,975				40,830,011				182,331,908				223,161,919				(26,294,704	)			196,867,215				—
Prado (fka Glendale)		Glendale, CA			—			1988			264				—				67,977,313				5,928,659				—				73,905,972				73,905,972				(21,102,334	)			52,803,638				—
Prime, The		Arlington, VA			—			2002			281				34,625,000				77,879,740				2,669,467				34,625,000				80,549,207				115,174,207				(32,656,903	)			82,517,304				—
Prism at Park Avenue South (fka 400 Park Avenue South)		New York, NY		G				2015			269				76,292,169				171,649,131				208,922				76,292,169				171,858,053				248,150,222				(32,299,311	)			215,850,911				—
Promenade at Town Center I & II		Valencia, CA			—			2001			564				28,200,000				69,795,915				10,883,962				28,200,000				80,679,877				108,879,877				(44,391,535	)			64,488,342				—
Providence		Bothell, WA			—			2000			200				3,573,621				19,055,505				4,537,035				3,573,621				23,592,540				27,166,161				(12,025,867	)			15,140,294				—
Quarry Hills		Quincy, MA			—			2006			316				26,900,000				84,411,162				4,202,638				26,900,000				88,613,800				115,513,800				(25,515,603	)			89,998,197				—
Radius Uptown		Denver, CO			—			2017			372				13,644,960				121,899,084				640,652				13,644,960				122,539,736				136,184,696				(9,914,578	)			126,270,118				—
Red 160 (fka Redmond Way)		Redmond, WA		G				2011			250				15,546,376				65,320,010				1,448,098				15,546,376				66,768,108				82,314,484				(20,622,372	)			61,692,112				—
Redmond Court		Bellevue, WA			—			1977			206				10,300,000				33,488,745				1,211,705				10,300,000				34,700,450				45,000,450				(11,274,160	)			33,726,290				—

S-7

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Regency Palms		Huntington Beach, CA			—			1969			310				1,857,400				16,713,254				7,272,427				1,857,400				23,985,681				25,843,081				(19,161,878	)			6,681,203				—
Reserve at Clarendon Centre, The		Arlington, VA		G				2003			252				10,500,000				52,812,935				4,855,911				10,500,000				57,668,846				68,168,846				(32,743,477	)			35,425,369				—
Reserve at Eisenhower, The		Alexandria, VA			—			2002			226				6,500,000				34,585,060				4,852,458				6,500,000				39,437,518				45,937,518				(22,240,250	)			23,697,268				—
Reserve at Empire Lakes		Rancho Cucamonga, CA			—			2005			467				16,345,000				73,080,670				3,893,736				16,345,000				76,974,406				93,319,406				(39,080,433	)			54,238,973				—
Reserve at Fairfax Corner		Fairfax, VA			—			2001			652				15,804,057				63,129,051				12,239,068				15,804,057				75,368,119				91,172,176				(44,632,394	)			46,539,782				—
Reserve at Mountain View (fka Mountain View)		Mountain View, CA			—			1965			180				27,000,000				33,029,605				7,608,914				27,000,000				40,638,519				67,638,519				(12,863,114	)			54,775,405				—
Reserve at Potomac Yard		Alexandria, VA			—			2002			588				11,918,917				68,862,641				17,256,235				11,918,917				86,118,876				98,037,793				(45,846,659	)			52,191,134				—
Reserve at Town Center I-III (WA)		Mill Creek, WA		G				2001, 2009, 2014			584				16,768,705				77,623,664				8,538,253				16,768,705				86,161,917				102,930,622				(36,697,179	)			66,233,443				—
Residences at Westgate I (fka Westgate II)		Pasadena, CA		G				2014			252				17,859,785				109,259,858				477,844				17,859,785				109,737,702				127,597,487				(27,267,435	)			100,330,052				—
Residences at Westgate II (fka Westgate III)		Pasadena, CA		G				2015			88				12,118,248				40,486,467				97,831				12,118,248				40,584,298				52,702,546				(7,453,042	)			45,249,504				—
Rianna I & II		Seattle, WA		G				2000/2002			156				4,430,000				29,298,096				1,408,357				4,430,000				30,706,453				35,136,453				(12,521,975	)			22,614,478				—
Ridgewood Village I&II		San Diego, CA			—			1997			408				11,809,500				34,004,048				6,152,653				11,809,500				40,156,701				51,966,201				(27,801,818	)			24,164,383				—
Riva Terra I (fka Redwood Shores)		Redwood City, CA			—			1986			304				34,963,355				84,587,658				6,552,889				34,963,355				91,140,547				126,103,902				(27,578,186	)			98,525,716				—
Riva Terra II (fka Harborside)		Redwood City, CA			—			1986			149				17,136,645				40,536,531				3,532,047				17,136,645				44,068,578				61,205,223				(12,214,368	)			48,990,855				—
Riverpark		Redmond, WA		G				2009			321				14,355,000				80,894,049				4,145,694				14,355,000				85,039,743				99,394,743				(27,531,587	)			71,863,156				—
Rivington, The		Hoboken, NJ			—			1999			240				34,340,640				112,522,073				2,385,966				34,340,640				114,908,039				149,248,679				(11,203,805	)			138,044,874				—
Rosecliff II		Quincy, MA			—			2005			130				4,922,840				30,202,160				1,575,032				4,922,840				31,777,192				36,700,032				(11,139,316	)			25,560,716				—
Sakura Crossing		Los Angeles, CA		G				2009			230				14,641,990				42,858,010				1,508,474				14,641,990				44,366,484				59,008,474				(16,104,349	)			42,904,125				—
Saxton		Seattle, WA		G				2019			325				38,805,400				128,661,766				1,221				38,805,400				128,662,987				167,468,387				(1,106,731	)			166,361,656				—
Seventh & James		Seattle, WA		G				1992			96				663,800				5,974,803				4,559,907				663,800				10,534,710				11,198,510				(8,193,189	)			3,005,321				—
Sheffield Court		Arlington, VA			—			1986			597				3,342,381				31,337,332				16,837,180				3,342,381				48,174,512				51,516,893				(39,604,857	)			11,912,036				—
Siena Terrace		Lake Forest, CA			—			1988			356				8,900,000				24,083,024				7,673,467				8,900,000				31,756,491				40,656,491				(22,703,857	)			17,952,634				—
Skycrest		Valencia, CA			—			1999			264				10,560,000				25,574,457				6,439,296				10,560,000				32,013,753				42,573,753				(19,701,076	)			22,872,677				—
Skyhouse Denver		Denver, CO		G				2017			354				13,562,331				126,360,318				260,188				13,562,331				126,620,506				140,182,837				(10,544,133	)			129,638,704				—
Skylark		Union City, CA			—			1986			174				1,781,600				16,731,916				5,693,705				1,781,600				22,425,621				24,207,221				(15,390,513	)			8,816,708				—
Skyline Terrace		Burlingame, CA			—			1967 & 1987			138				16,836,000				35,414,000				8,685,848				16,836,000				44,099,848				60,935,848				(16,883,846	)			44,052,002				—
Skyview		Rancho Santa Margarita, CA			—			1999			260				3,380,000				21,952,863				5,952,747				3,380,000				27,905,610				31,285,610				(18,956,521	)			12,329,089				—
SoMa II		San Francisco, CA			—			(F)			—				29,406,606				5,863,582				—				29,406,606				5,863,582				35,270,188				—				35,270,188				—
Sonterra at Foothill Ranch		Foothill Ranch, CA			—			1997			300				7,503,400				24,048,507				6,103,825				7,503,400				30,152,332				37,655,732				(21,265,834	)			16,389,898				—
South City Station (fka South San Francisco)		San Francisco, CA		G				2007			368				68,900,000				79,476,861				5,496,725				68,900,000				84,973,586				153,873,586				(24,542,210	)			129,331,376				—
Southwood		Palo Alto, CA			—			1985			100				6,936,600				14,324,069				6,974,332				6,936,600				21,298,401				28,235,001				(13,871,734	)			14,363,267				—
Springbrook Estates		Riverside, CA			—			(F)			—				18,200,000				1,145,000				—				18,200,000				1,145,000				19,345,000				—				19,345,000				—
Springline		Seattle, WA		G				2016			136				9,163,667				47,910,981				413,447				9,163,667				48,324,428				57,488,095				(6,348,664	)			51,139,431				—
STOA		Los Angeles, CA		G				2017			237				25,326,048				79,976,031				355,097				25,326,048				80,331,128				105,657,176				(4,420,377	)			101,236,799				—
Summerset Village		Chatsworth, CA			—			1985			280				2,890,450				23,670,889				8,502,754				2,890,450				32,173,643				35,064,093				(25,071,401	)			9,992,692				—
Summit at Sausalito (fka Sausalito)		Sausalito, CA			—			1978			198				26,000,000				28,435,024				9,826,451				26,000,000				38,261,475				64,261,475				(13,610,363	)			50,651,112				—
Ten23 (fka 500 West 23rd Street)		New York, NY		G				2011			111				—				58,881,873				839,289				—				59,721,162				59,721,162				(16,244,073	)			43,477,089				—
Terraces, The		San Francisco, CA		G				1975			117				14,087,610				16,314,151				2,303,726				14,087,610				18,617,877				32,705,487				(7,132,658	)			25,572,829				—
Third Square		Cambridge, MA		G				2008/2009			471				26,767,171				218,822,728				8,710,964				26,767,171				227,533,692				254,300,863				(86,467,715	)			167,833,148				—
Three20		Seattle, WA		G				2013			134				7,030,766				29,005,762				783,255				7,030,766				29,789,017				36,819,783				(8,010,054	)			28,809,729				—
Toscana		Irvine, CA			—			1991/1993			563				39,410,000				50,806,072				23,541,748				39,410,000				74,347,820				113,757,820				(44,385,604	)			69,372,216				—
Town Square at Mark Center I (fka Millbrook I)		Alexandria, VA			—			1996			406				24,360,000				86,178,714				9,536,594				24,360,000				95,715,308				120,075,308				(47,769,571	)			72,305,737				—
Town Square at Mark Center II		Alexandria, VA			—			2001			272				15,568,464				55,029,607				4,431,783				15,568,464				59,461,390				75,029,854				(23,267,306	)			51,762,548				—
Troy Boston		Boston, MA		G				2015			378				34,641,051				181,607,331				657,969				34,641,051				182,265,300				216,906,351				(16,175,931	)			200,730,420				—
Urbana (fka Market Street Landing)		Seattle, WA		G				2014			289				12,542,418				75,800,090				2,128,448				12,542,418				77,928,538				90,470,956				(20,704,557	)			69,766,399				—

S-8

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description																Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction				Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Uwajimaya Village		Seattle, WA			—			2002					176				8,800,000				22,188,288				4,603,487				8,800,000				26,791,775				35,591,775				(12,717,581	)			22,874,194				—
Vantage Pointe		San Diego, CA		G				2009					679				9,403,960				190,596,040				10,700,900				9,403,960				201,296,940				210,700,900				(73,412,146	)			137,288,754				—
Veloce		Redmond, WA		G				2009					322				15,322,724				76,176,594				1,876,091				15,322,724				78,052,685				93,375,409				(23,071,740	)			70,303,669				—
Venue at the Promenade		Castle Rock, CO			—			2017					312				8,355,048				83,752,689				89,298				8,355,048				83,841,987				92,197,035				(4,260,814	)			87,936,221				—
Verde Condominium Homes (fka Mission Verde, LLC)		San Jose, CA			—			1986					108				5,190,700				9,679,109				4,541,057				5,190,700				14,220,166				19,410,866				(10,817,710	)			8,593,156				—
Veridian (fka Silver Spring)		Silver Spring, MD		G				2009					457				18,539,817				130,407,365				3,911,967				18,539,817				134,319,332				152,859,149				(48,528,051	)			104,331,098				—
Versailles		Woodland Hills, CA			—			1991					253				12,650,000				33,656,292				8,301,520				12,650,000				41,957,812				54,607,812				(24,444,631	)			30,163,181				—
Versailles (K-Town)		Los Angeles, CA			—			2008					225				10,590,975				44,409,025				1,768,461				10,590,975				46,177,486				56,768,461				(18,704,272	)			38,064,189				—
Victor on Venice		Los Angeles, CA		G				2006					115				10,350,000				35,433,437				1,455,531				10,350,000				36,888,968				47,238,968				(17,138,982	)			30,099,986				—
Villa Solana		Laguna Hills, CA			—			1984					272				1,665,100				14,985,677				11,916,441				1,665,100				26,902,118				28,567,218				(21,819,381	)			6,747,837				—
Village at Del Mar Heights, The (fka Del Mar Heights)		San Diego, CA			—			1986					168				15,100,000				40,859,396				3,059,227				15,100,000				43,918,623				59,018,623				(13,135,144	)			45,883,479				—
Virginia Square		Arlington, VA		G				2002					231				—				85,940,003				6,071,125				—				92,011,128				92,011,128				(25,981,773	)			66,029,355				—
Vista 99 (fka Tasman)		San Jose, CA			—			2016					554				27,709,329				177,551,020				530,009				27,709,329				178,081,029				205,790,358				(26,777,048	)			179,013,310				—
Vista Del Lago		Mission Viejo, CA			—			1986-1988					608				4,525,800				40,736,293				18,471,821				4,525,800				59,208,114				63,733,914				(50,585,532	)			13,148,382				—
Walden Park		Cambridge, MA			—			1966					232				12,448,888				52,044,448				4,534,927				12,448,888				56,579,375				69,028,263				(21,419,276	)			47,608,987				—
Water Park Towers		Arlington, VA			—			1989					362				34,400,000				108,485,859				10,352,960				34,400,000				118,838,819				153,238,819				(34,973,941	)			118,264,878				—
Watertown Square		Watertown, MA		G				2005					134				16,800,000				34,074,056				1,780,526				16,800,000				35,854,582				52,654,582				(10,288,446	)			42,366,136				—
West 96th		New York, NY		G				1987					207				84,800,000				67,055,501				6,032,361				84,800,000				73,087,862				157,887,862				(23,339,208	)			134,548,654				—
West End Apartments (fka Emerson Place/CRP II)		Boston, MA		G				2008					310				469,546				163,123,022				4,644,170				469,546				167,767,192				168,236,738				(67,233,339	)			101,003,399				—
Westchester at Rockville		Rockville, MD			—			2009					192				10,600,000				44,135,207				1,115,325				10,600,000				45,250,532				55,850,532				(12,723,620	)			43,126,912				—
Westmont		New York, NY		G				1986					163				64,900,000				61,143,259				5,556,773				64,900,000				66,700,032				131,600,032				(19,263,749	)			112,336,283				—
Westside		Los Angeles, CA			—			2004					204				34,200,000				56,962,630				3,224,934				34,200,000				60,187,564				94,387,564				(17,012,037	)			77,375,527				—
Westside Barrington (fka Westside Villas III)		Los Angeles, CA			—			1999					36				3,060,000				5,538,871				1,138,171				3,060,000				6,677,042				9,737,042				(4,172,543	)			5,564,499				—
Westside Barry (Westside Villas VI)		Los Angeles, CA			—			1989					18				1,530,000				3,023,523				731,986				1,530,000				3,755,509				5,285,509				(2,345,294	)			2,940,215				—
Westside Beloit (fka Westside Villas I)		Los Angeles, CA			—			1999					21				1,785,000				3,233,254				748,943				1,785,000				3,982,197				5,767,197				(2,551,527	)			3,215,670				—
Westside Bundy (fka Westside Villas II)		Los Angeles, CA			—			1999					23				1,955,000				3,541,435				760,287				1,955,000				4,301,722				6,256,722				(2,680,002	)			3,576,720				—
Westside Butler (fka Westside Villas IV)		Los Angeles, CA			—			1999					36				3,060,000				5,539,390				1,169,833				3,060,000				6,709,223				9,769,223				(4,174,963	)			5,594,260				—
Westside Villas (fka Westside Villas V &VII)		Los Angeles, CA			—			1999 & 2001					113				9,605,000				19,983,385				2,834,458				9,605,000				22,817,843				32,422,843				(14,084,170	)			18,338,673				—
Windridge (CA)		Laguna Niguel, CA			—			1989					344				2,662,900				23,985,497				12,894,049				2,662,900				36,879,546				39,542,446				(29,263,863	)			10,278,583				—
Wood Creek I		Pleasant Hill, CA			—			1987					256				9,729,900				23,009,768				10,186,943				9,729,900				33,196,711				42,926,611				(24,464,128	)			18,462,483				—
Woodleaf		Campbell, CA			—			1984					178				8,550,600				16,988,183				5,276,931				8,550,600				22,265,114				30,815,714				(16,233,694	)			14,582,020				—
Management Business		Chicago, IL			—			(D)					—				—				—				120,063,148				—				120,063,148				120,063,148				(100,043,672	)			20,019,476				—
Operating Partnership		Chicago, IL			—			(F)					—				—				3,342,110				—				—				3,342,110				3,342,110				—				3,342,110				—
Other		N/A			—				—				—				—				—				99,015				—				99,015				99,015				(46,097	)			52,918				—
Wholly Owned Unencumbered													68,002				5,112,513,000				16,729,302,793				1,566,452,557				5,112,513,000				18,295,755,350				23,408,268,350				(6,199,955,243	)			17,208,313,107				—
Wholly Owned Encumbered:
2501 Porter		Washington, D.C.			—			1988					202				13,000,000				75,271,179				6,881,392				13,000,000				82,152,571				95,152,571				(23,752,603	)			71,399,968			(H)
300 East 39th (fka East 39th)		New York, NY		G				2001					254				48,900,000				96,174,639				5,454,780				48,900,000				101,629,419				150,529,419				(29,129,896	)			121,399,523				61,827,655
303 East 83rd (fka Camargue)		New York, NY		G				1976					261				79,400,000				79,122,624				9,514,116				79,400,000				88,636,740				168,036,740				(25,938,650	)			142,098,090			(H)
425 Broadway		Santa Monica, CA		G				2001					101				12,600,000				34,394,772				3,743,997				12,600,000				38,138,769				50,738,769				(11,169,257	)			39,569,512			(H)
55 West Fifth I & II (fka Townhouse Plaza and Gardens)		San Mateo, CA			—			1964/1972					241				21,041,710				71,931,323				13,813,466				21,041,710				85,744,789				106,786,499				(29,022,401	)			77,764,098				24,527,815
Alcyone		Seattle, WA		G				2004					162				11,379,497				49,360,503				1,521,001				11,379,497				50,881,504				62,261,001				(11,900,832	)			50,360,169				27,246,175
Avanti		Anaheim, CA			—			1987					162				12,960,000				18,497,683				4,104,266				12,960,000				22,601,949				35,561,949				(11,252,625	)			24,309,324				28,015,078
Avenir Apartments		Boston, MA		G				2009					241				—				114,321,619				5,726,350				—				120,047,969				120,047,969				(32,447,760	)			87,600,209				85,443,736
Calvert Woodley		Washington, D.C.			—			1962					136				12,600,000				43,527,379				2,412,100				12,600,000				45,939,479				58,539,479				(13,266,223	)			45,273,256			(H)

S-9

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Chelsea Square		Redmond, WA			—			1991			113				3,397,100				9,289,074				2,960,815				3,397,100				12,249,889				15,646,989				(8,780,971	)			6,866,018				9,248,429
Citrus Suites		Santa Monica, CA			—			1978			70				9,000,000				16,950,326				2,141,605				9,000,000				19,091,931				28,091,931				(5,582,509	)			22,509,422			(H)
Cleveland House		Washington, D.C.			—			1953			214				18,300,000				66,392,414				5,509,932				18,300,000				71,902,346				90,202,346				(20,430,345	)			69,772,001			(H)
Columbia Crossing		Arlington, VA			—			1991			247				23,500,000				53,045,073				3,113,933				23,500,000				56,159,006				79,659,006				(16,792,580	)			62,866,426			(H)
Elevé		Glendale, CA		G				2013			208				14,080,560				56,419,440				1,010,321				14,080,560				57,429,761				71,510,321				(14,460,258	)			57,050,063				38,356,888
Estancia at Santa Clara (fka Santa Clara)		Santa Clara, CA			—			2000			450				—				123,759,804				1,914,108				—				125,673,912				125,673,912				(36,538,855	)			89,135,057			(H)
Fairchase		Fairfax, VA			—			2007			392				23,500,000				87,722,321				1,576,897				23,500,000				89,299,218				112,799,218				(24,613,974	)			88,185,244			(H)
Fairfield		Stamford, CT		G				1996			263				6,510,200				39,690,120				9,165,718				6,510,200				48,855,838				55,366,038				(36,158,521	)			19,207,517				31,381,614
Flats at DuPont Circle		Washington, D.C.			—			1967			306				35,200,000				108,768,198				4,181,605				35,200,000				112,949,803				148,149,803				(29,876,521	)			118,273,282			(H)
Glo		Los Angeles, CA		G				2008			201				16,047,023				48,650,963				3,529,222				16,047,023				52,180,185				68,227,208				(17,906,742	)			50,320,466				32,367,606
Heights on Capitol Hill		Seattle, WA		G				2006			104				5,425,000				21,138,028				1,887,584				5,425,000				23,025,612				28,450,612				(10,762,358	)			17,688,254				22,562,286
Kelvin Court (fka Alta Pacific)		Irvine, CA			—			2008			132				10,752,145				34,628,115				851,673				10,752,145				35,479,788				46,231,933				(14,415,041	)			31,816,892				26,242,091
La Terrazza at Colma Station		Colma, CA		G				2005			155				—				41,251,044				3,207,542				—				44,458,586				44,458,586				(19,788,954	)			24,669,632				25,008,472
Lofts 590		Arlington, VA			—			2005			212				20,100,000				67,909,023				785,733				20,100,000				68,694,756				88,794,756				(18,393,776	)			70,400,980				42,942,461
Longview Place		Waltham, MA			—			2004			348				20,880,000				90,255,509				10,395,783				20,880,000				100,651,292				121,531,292				(49,137,968	)			72,393,324				84,192,433
Metro on First		Seattle, WA		G				2002			102				8,540,000				12,209,981				2,455,932				8,540,000				14,665,913				23,205,913				(7,193,891	)			16,012,022				21,468,471
Moda		Seattle, WA		G				2009			251				12,649,228				36,842,012				1,903,142				12,649,228				38,745,154				51,394,382				(14,892,031	)			36,502,351			(I)
Park Place at San Mateo (fka San Mateo)		San Mateo, CA		G				2001			575				71,900,000				211,907,141				13,628,927				71,900,000				225,536,068				297,436,068				(64,679,195	)			232,756,873			(H)
SoMa Square Apartments (fka South Market)		San Francisco, CA		G				1986			410				79,900,000				177,316,977				15,704,742				79,900,000				193,021,719				272,921,719				(52,889,334	)			220,032,385			(H)
Square One		Seattle, WA			—			2014			112				7,222,544				26,277,456				99,319				7,222,544				26,376,775				33,599,319				(6,486,674	)			27,112,645			(I)
Teresina		Chula Vista, CA			—			2000			440				28,600,000				61,916,670				7,609,660				28,600,000				69,526,330				98,126,330				(34,235,450	)			63,890,880				37,940,000
Vantage Hollywood		Los Angeles, CA			—			1987			298				42,580,326				56,014,674				2,850,265				42,580,326				58,864,939				101,445,265				(13,149,796	)			88,295,469				39,550,471
Vintage		Ontario, CA			—			2005-2007			300				7,059,230				47,677,762				1,742,159				7,059,230				49,419,921				56,479,151				(23,528,467	)			32,950,684				49,085,671
Vintage at 425 Broadway (fka Promenade)		Santa Monica, CA		G				1934/2001			60				9,000,000				13,961,523				1,918,439				9,000,000				15,879,962				24,879,962				(4,816,090	)			20,063,872			(H)
West 54th		New York, NY		G				2001			222				60,900,000				48,193,837				4,230,586				60,900,000				52,424,423				113,324,423				(16,852,716	)			96,471,707				48,684,032
Westgate (fka Westgate I)		Pasadena, CA			—			2010			480				22,898,848				133,467,158				3,178,513				22,898,848				136,645,671				159,544,519				(42,104,815	)			117,439,704				96,409,896
Portfolio/Entity Encumbrances (1)											—				—				—				—				—				—				—				—				—				798,230,171
Wholly Owned Encumbered											8,425				769,823,411				2,274,256,364				160,725,623				769,823,411				2,434,981,987				3,204,805,398				(792,348,079	)			2,412,457,319				1,630,731,451
Partially Owned Unencumbered:
2300 Elliott		Seattle, WA		G				1992			92				796,800				7,173,725				7,612,428				796,800				14,786,153				15,582,953				(11,840,195	)			3,742,758				—
9th & W		Washington, DC		G				(F)			—				—				3,566,064				—				—				3,566,064				3,566,064				—				3,566,064				—
Canyon Ridge		San Diego, CA			—			1989			162				4,869,448				11,955,064				4,156,380				4,869,448				16,111,444				20,980,892				(11,815,991	)			9,164,901				—
Country Oaks		Agoura Hills, CA			—			1985			256				6,105,000				29,561,865				7,265,339				6,105,000				36,827,204				42,932,204				(22,480,257	)			20,451,947				—
Harrison Square (fka Elliot Bay)		Seattle, WA		G				1992			166				7,600,000				35,844,345				5,653,924				7,600,000				41,498,269				49,098,269				(12,916,108	)			36,182,161				—
Radius Koreatown		Los Angeles, CA			—			2014/2016			301				32,494,154				84,645,202				276,918				32,494,154				84,922,120				117,416,274				(11,662,625	)			105,753,649				—
Rosecliff		Quincy, MA			—			1990			156				5,460,000				15,721,570				4,373,677				5,460,000				20,095,247				25,555,247				(13,904,866	)			11,650,381				—
Strayhorse at Arrowhead Ranch		Glendale, AZ			—			1998			136				4,400,000				12,968,001				1,162,489				4,400,000				14,130,490				18,530,490				(7,106,675	)			11,423,815				—
Venn at Main		Bellevue, WA		G				2016			350				26,626,497				151,652,048				226,783				26,626,497				151,878,831				178,505,328				(15,894,448	)			162,610,880				—
Wood Creek II (fka Willow Brook (CA))		Pleasant Hill, CA			—			1985			228				5,055,000				38,388,672				9,286,416				5,055,000				47,675,088				52,730,088				(25,490,323	)			27,239,765				—
Partially Owned Unencumbered											1,847				93,406,899				391,476,556				40,014,354				93,406,899				431,490,910				524,897,809				(133,111,488	)			391,786,321				—
Partially Owned Encumbered:
Aero Apartments		Alameda, CA		G				(F)			—				13,107,242				18,347,948				—				13,107,242				18,347,948				31,455,190				—				31,455,190				7,049,636
Bellevue Meadows		Bellevue, WA			—			1983			180				4,507,100				12,574,814				5,863,119				4,507,100				18,437,933				22,945,033				(13,949,169	)			8,995,864				16,526,976

S-10

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/19
Apartment Name		Location		Retail/ Commercial Space				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/19				Encumbrances
Canyon Creek (CA)		San Ramon, CA			—			1984			268				5,425,000				18,812,120				7,911,730				5,425,000				26,723,850				32,148,850				(18,327,786	)			13,821,064				28,171,906
Lantern Cove		Foster City, CA			—			1985			232				6,945,000				23,064,976				7,320,624				6,945,000				30,385,600				37,330,600				(19,807,488	)			17,523,112				36,439,783
Schooner Bay I		Foster City, CA			—			1985			168				5,345,000				20,390,618				5,854,156				5,345,000				26,244,774				31,589,774				(17,054,268	)			14,535,506				28,854,243
Schooner Bay II		Foster City, CA			—			1985			144				4,550,000				18,064,764				5,376,714				4,550,000				23,441,478				27,991,478				(15,168,558	)			12,822,920				26,159,132
Surrey Downs		Bellevue, WA			—			1986			122				3,057,100				7,848,618				3,532,712				3,057,100				11,381,330				14,438,430				(8,356,388	)			6,082,042				9,829,000
Virgil Square		Los Angeles, CA			—			1979			142				5,500,000				15,216,613				3,380,225				5,500,000				18,596,838				24,096,838				(10,021,205	)			14,075,633				9,893,916
Wisconsin Place		Chevy Chase, MD			—			2009			432				—				172,089,355				1,550,321				—				173,639,676				173,639,676				(48,686,702	)			124,952,974				147,953,509
Partially Owned Encumbered											1,688				48,436,442				306,409,826				40,789,601				48,436,442				347,199,427				395,635,869				(151,371,564	)			244,264,305				310,878,101
Total Consolidated Investment in Real Estate											79,962			$	6,024,179,752			$	19,701,445,539			$	1,807,982,135			$	6,024,179,752			$	21,509,427,674			$	27,533,607,426			$	(7,276,786,374	)		$	20,256,821,052			$	1,941,609,552

(1)See attached Encumbrances Reconciliation.

S-11

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2019

NOTES:

	(A)	The balance of furniture & fixtures included in the total investment in real estate amount was $1,916,458,010 as of December 31, 2019.

	(B)	The cost, net of accumulated depreciation, for Federal Income Tax purposes as of December 31, 2019 was approximately $13.7 billion (unaudited).

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

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

	(E)	Primarily represents capital expenditures for building improvements, replacements and renovations incurred subsequent to each property’s acquisition date.

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

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

	(H)	See Encumbrances Reconciliation schedule.

	(I)	Boot property for Bond Partnership mortgage pool.

S-12