Vivmark Residential (VMRK) 10-K risk factor changes: FY2022 vs FY2021

[removed: General][added: General]

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

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

[removed: The impact of the COVID-19 pandemic] [added: These events have and] could [removed: materially negatively impact] [added: in the future have an adverse effect on] our business, results of operations, financial condition and liquidity in a number of ways, [removed: including:][added: including, but not limited to:]

[removed: | | • |] The deterioration of global economic conditions as a result of [removed: the pandemic, which] [added: such a crisis] could ultimately decrease occupancy levels and pricing across our [removed: portfolio,] [added: portfolio and/or increase concessions,] reduce or defer our residents’ spending, [added: result in changes in resident preferences (including changes resulting from increased employer flexibility to work from home)] or negatively impact our residents’ and tenants’ ability to pay their rent on time or at all; [removed: |]

[removed: | | • |] Local and national authorities expanding or extending certain measures that impose restrictions on our ability to enforce residents’ or tenants’ contractual rental obligations (such as eviction moratoriums or rental forgiveness) and limit our ability to raise rents or charge certain fees; [removed: |]

[removed: | | a) |] [added: The risk of a prolonged outbreak and/or multiple waves of an outbreak] could cause long-term damage to economic conditions, which in turn could [added: diminish our access to capital at attractive terms and/or] cause material declines in the fair value of our assets, leading to asset impairment charges; [removed: and, |][added: and]

[removed: | | • | Increased] [added: These] risks [removed: of potential cyber attacks] [added: have increased] due to [removed: an] increased reliance on remote working and other electronic interactions with our current and prospective [removed: residents; and |][added: residents.]

[removed: | | • | Potential] [added: The potential] inability to maintain adequate staffing at our properties and corporate/regional offices due to an outbreak [removed: at one or more of our properties or corporate/regional offices] and/or [removed: the continued duration or expansion of the pandemic. |][added: changes in employee preferences causing them to leave their jobs.]

To the extent [removed: the COVID-19 pandemic] [added: a pandemic, epidemic or other health crisis] adversely affects our business, results of operations, cash flows and financial condition, it may also continue to heighten many of the other risks described [removed: below.][added: elsewhere in this Item 1A, *Risk Factors*.]

[removed: Risks] [added: Risks] Related to our Business [removed: Strategy][added: Strategy]

[removed: Investing] [added: *Investing] in real estate is inherently subject to risks that could negatively impact our [removed: business.][added: business.*]

[removed: | | • |] Local economic conditions, particularly oversupply or reductions in demand; [removed: |]

[removed: | | • |] National, regional and local political and regulatory climates, governmental fiscal health and governmental policies; [removed: |]

[removed: | | • |] The inability or unwillingness of residents to pay rent increases; [removed: |]

[removed: | | • |] Increases in our operating expenses due to inflationary or other pressures; [removed: |]

[removed: | | • |] Cost and availability of labor and materials required to maintain our properties at acceptable standards; [removed: |]

[removed: | | • |] Availability of attractive financing opportunities; [removed: |]

[removed: | | • |] Changes in social preferences; and [removed: |]

[removed: | | • |] Additional risks that are discussed below. [removed: |]

[removed: The] [added: *The] geographic concentration of our properties could have an adverse effect on our [removed: operations.][added: operations.*]

While the Company continues to diversify its portfolio with the addition of the expansion markets, the Company’s properties are still predominantly concentrated in our established coastal [removed: markets.][added: markets (generally within certain dense urban and suburban submarkets).]

If one or more of these markets is unfavorably impacted by specific [added: geopolitical and/or] economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or stabilization [removed: laws,] [added: laws or] localized environmental [removed: issues or natural/man-made disasters,] [added: and climate issues,] the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse.

[removed: To] [added: Additionally, to] the extent that these markets or submarkets [removed: within these markets] become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.

*Competition [removed: in multifamily] [added: for] housing may negatively affect operations and demand for the Company’s properties or [removed: residents.*][added: residents.*]

Additionally, our properties face competition for residents as a result of [removed: technology] [added: technological] innovation.

[removed: The] [added: *The] short-term nature of apartment leases exposes us more quickly to the effects of declining market rents, potentially making our results of operations and cash flows more [removed: volatile.][added: volatile.*]

[removed: Competition] [added: *Competition] for acquisitions may prevent us from acquiring properties on favorable [removed: terms.][added: terms.*]

[removed: Operations] [added: *Operations] from new acquisitions, development projects and renovations may fail to perform as [removed: expected.][added: expected.*]

The occupancy [removed: rates] and [removed: rents] [added: rental rates] at these properties may also fail to meet our expectations for these investments.

[removed: Construction] [added: *Construction] risks on our development projects could affect our [removed: profitability.][added: profitability.*]

Development often includes long planning and entitlement timelines, subjecting the [removed: project] [added: projects] to changes in market conditions.

We may abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover expenses [removed: or option payments] already incurred in exploring those opportunities.

These and other risks inherent in development projects, including the joint venture risks noted [removed: below.][added: below, could result in increased costs or the delay or abandonment of opportunities.]

As a result, we may not be able to reconfigure our portfolio, including the diversification of our portfolio into the expansion markets, as promptly as [removed: planned] [added: desired] or [added: as quickly] in response to changing economic or other conditions.

In some cases, we may also determine that we will not recover the carrying amount of the property upon [removed: disposition.][added: disposition, potentially causing an impairment charge.]

[removed: We] [added: *We] are subject to risks involved in real estate activity through joint [removed: ventures.][added: ventures.*]

[removed: | | • |] The possibility that our partners might refuse or be financially unable to make capital contributions when due or may fail to meet contractual obligations to cover development cost overruns and therefore we may be forced to make contributions to protect our investments; [removed: |]

[removed: | | • |] These projects generally use mortgage debt [added: (including variable rate constructions loans)] to finance their activities at a higher leverage level than how we finance the Company as a whole; [removed: |]

[removed: | | • |] We may be responsible to our partners for indemnifiable losses; [removed: |]

Additionally, we have and may in the future acquire large portfolios of properties or companies that could increase our size and result in alterations to our capital structure.

We may be unable to integrate the operations of newly acquired large portfolios or companies and realize the anticipated synergies and other benefits or do so within the anticipated time frame.

Each joint venture agreement is individually negotiated and our ability to operate, finance or dispose of properties and interests in such joint ventures in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement.

*Our various technology-related initiatives to improve our operating margins and customer experience may fail to perform as expected.*

We have developed and may continue to develop initiatives that are intended to serve our customers better and operate more efficiently, including “smart home” technology and self-service options that are accessible to residents through smart devices or otherwise.

Such initiatives have involved and may involve our employees having new or different responsibilities and processes.

We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as expected, which could adversely affect our business, results of operations, cash flows and financial condition.​

potentially impair our ability to access the commercial paper market or otherwise limit our access to capital.

In addition, the federal government has recently considered imposing rent regulations on multifamily properties secured by government-sponsored debt.

Pandemics, epidemics or other health crises, including the novel coronavirus (“COVID-19”), have and could in the future disrupt our business.

Both global and locally targeted health events could materially affect areas where our properties, corporate/regional offices or major service providers are located.

*Significant inflation could negatively impact our business.*

Substantial inflationary pressures can adversely affect us by increasing the costs of land, materials, labor and other costs needed to operate our business.

In a highly inflationary environment, we may not be able to raise rental rates at or above the rate of inflation, which could reduce our profit margins.

If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected.

In addition, interest rate increases enacted to combat inflation have caused market disruption and could continue to prevent us from acquiring or disposing of assets on favorable terms.

our security holders.

Risks Related to the ongoing COVID-19 Pandemic

The ongoing COVID-19 pandemic and the pace and degree of recovery, as well as the emergence of new variants, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

During the early stages of the COVID-19 pandemic, governments and other authorities around the world, including federal, state and local authorities in the United States, imposed measures intended to control its spread, including restrictions on movement and business operations such as travel bans, border closings, business closures, quarantines, social distancing and shelter-in-place orders.

While many of the most stringent restrictions have been removed throughout our markets, the ongoing COVID-19 pandemic has caused, and could continue to cause, severe economic, market and other disruptions worldwide.

There can be no assurance that conditions will not deteriorate as a result of the pandemic.

| | • | A decrease in our rental revenues or increase in related reserves and write-offs as a potential result of: |

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

| | • | Reductions in the demand for multifamily properties within our markets due to changes in resident preferences (including changes resulting from increased employer flexibility to work from home), economic disruptions due to delays in business re-openings or required re-closures, and other factors impacting demand; |

| | • | Elevated costs or concessions required to attract or retain new and existing residents/tenants, release units due to resident or tenant nonpayment, default, or bankruptcy, or other incentives that may be less favorable to us than those that are currently in place; |

| | • | Failure by local and national authorities to extend, adequately fund or administer government stimulus and relief programs which may be providing or would provide benefits to our residents (or employers of our residents) and tenants; and |

| | • | Restrictions inhibiting our employees’ ability to meet with existing and potential residents, which has disrupted and could in the future further disrupt our ability to lease apartments and could adversely impact our rental rate and occupancy levels. |

| | • | Our properties may also incur additional operating expenses related to the ongoing pandemic, such as higher cleaning or other related costs; |

| | • | The risk that our access to capital at attractive terms may be diminished due to, among other factors: (i) potential disruptions in the long-term debt and commercial paper markets; (ii) the risk that a prolonged economic slowdown or recession could negatively impact our lending counterparties; and (iii) reductions in the Company’s credit ratings as a result of a protracted and more severe deterioration in our operations due to the pandemic; |

| | • | The risk of a prolonged outbreak and/or multiple waves of an outbreak of the pandemic: |

| | b) | could cause an adverse impact on our future financial results, cash flows and financial condition and therefore our ability to pay dividends; |

| | • | A general decline in the real estate market or demand for real estate transactions could hinder our ability to acquire or dispose of properties, or obtain financing to develop properties, including through our joint ventures; |

| | • | The risk of delays in our development and renovation projects due to construction moratoriums, governmental movement restrictions, social distancing requirements, the closure of many permitting and inspection agencies and disruptions in the supply of labor or the supply of construction materials or other products due to problems in the broader supply chain or otherwise; |

| | • | A possible decline in the price of our common shares due to a prolonged economic recession or other impacts described herein; |

The extent of the ongoing COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of COVID-19 and its variants; the distribution, effectiveness and acceptance of vaccines and testing; and the pace and degree of recovery from the pandemic, all of which are uncertain and difficult to predict.

Within its markets, the Company is also predominantly concentrated in certain dense urban and suburban submarkets.

could result in increased costs or the delay or abandonment of opportunities.

In addition, investors may decide to

Although we have generally scored highly in these metrics to date, there can be no assurance that we will continue to score highly in the future.

In addition, a

We continue to see increases in governmental entities considering or being urged by advocacy groups to consider rent forgiveness, rent control or rent stabilization regulations or expand coverage of existing regulations in our markets.

The owner or operator

A pandemic, epidemic or other health crisis, similar to the ongoing outbreak of COVID-19, affecting areas where our properties, corporate/regional offices or major service providers are located could have an adverse effect on our business, results of operations, cash flows and financial condition.

attack, of personally identifiable information.

The Audit Committee is primarily responsible for oversight of the risk management process related to cybersecurity and typically meets no less often than annually with Company information technology personnel to discuss recent trends in cyber risks and the Company’s strategy to defend its business systems and information against cyber attacks as well as the Company’s efforts to comply with data privacy laws such as the CCPA.

[removed: Forward-Looking Statements][added: Forward-Looking Statements]

Many of these uncertainties and risks are difficult to predict and beyond management’s [removed: control, such as the current COVID-19 pandemic (see below for further discussion).][added: control.]

[removed: Overview][added: Overview]

[removed: Business] [added: Business] Objectives and Operating and Investing [removed: Strategies][added: Strategies]

[removed: COVID-19 Impact][added: COVID-19 Impact]

[removed: 2020] [added: 2021] and [removed: 2021 Transactions][added: 2022 Transactions]

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2021:][added: 2022:]

[removed: Portfolio Rollforward][added: Portfolio Rollforward]

[removed: ($] [added: ($] in [removed: thousands)][added: thousands)]

| | | [removed: Properties] [added: Properties] | | | | [removed: Apartment Units] [added: Apartment Units] | | | | [removed: Purchase Price] [added: Purchase Price] | | | | [removed: Acquisition] [added: Acquisition] Cap [removed: Rate] [added: Rate] | | |

| Consolidated Rental Properties – Not Stabilized (1) | | | [removed: 1] [added: 4] | | | | [removed: 158] [added: 1,214] | | | $ | [removed: 48,860] [added: 459,700] | | | | [removed: 4.7] [added: 4.0] | % |

| | | | | | | | | | | [removed: Sales Price] [added: Sales Price] | | | | [removed: Disposition Yield] [added: Disposition Yield] | | |

| | | | | | | | | | | [removed: Purchase Price] [added: Purchase Price] | | | | [removed: Acquisition] [added: Acquisition] Cap [removed: Rate] [added: Rate] | | |

[removed: | (2) | The Company acquired four properties during the year ended December 31, 2021, one each in the Denver, Atlanta, Seattle and Dallas/Ft.] Worth markets, that [removed: are] [added: were] in lease-up and are expected to stabilize in their second year of ownership at the combined Acquisition Cap Rate listed above. [removed: |]

[removed: Acquisitions][added: *Acquisitions*]

[removed: | | • |] The consolidated property acquired in [removed: 2020 was] [added: 2022 is] located in the [removed: Seattle] [added: San Diego] market; [removed: |][added: and]

[removed: | | • |] The consolidated properties acquired in 2021 are located in the Atlanta (4), Austin (3), Boston, Dallas/Ft. [removed: Worth (4), Denver (3), Seattle and Washington D.C. markets. The Atlanta, Austin and Dallas/Ft. Worth acquisitions marked the Company’s re-entry into these markets; |]

[removed: | | • |] Approximately $1.4 billion, or 82.0% of all acquisition activity in 2021, was in expansion markets; [removed: and |]

[removed: | | • |] The Company funded the 2021 acquisitions by selling older assets located within established markets that no longer met our long-term investment [removed: criteria. |][added: criteria;]

[removed: Dispositions][added: *Dispositions*]

[removed: | | • |] The consolidated properties disposed of in [removed: 2020] [added: 2021] were located in the [removed: Phoenix, San Diego,] [added: Los Angeles (6), New York,] San Francisco [removed: (3)] [added: (5), Seattle] and [removed: Washington] [added: Washington,] D.C. markets and the sales generated an Unlevered IRR of [removed: 10.2%;] [added: 10.4%;] and [removed: |]

[removed: | | • |] The consolidated properties disposed of in [removed: 2021] [added: 2022] were located in the [removed: Los Angeles (6),] New [removed: York, San Francisco (5), Seattle] [added: York (2)] and [removed: Washington] [added: Washington,] D.C. markets and the sales generated an Unlevered IRR of [removed: 10.4%. |][added: 5.3%.]

[removed: Developments][added: *Developments*]

[removed: | | • |] The Company completed construction on three consolidated apartment properties during 2021, located in the San Francisco, [removed: Washington] [added: Washington,] D.C. and Boston markets, consisting of 824 apartment units totaling approximately $602.8 million of development costs; [removed: and |]

[removed: | | • |] The Company commenced construction on one consolidated and three unconsolidated apartment properties during 2021, located in the Denver (2), New York and [removed: Washington] [added: Washington,] D.C. markets, consisting of 1,241 apartment units totaling approximately $452.7 million of expected development [removed: costs. |][added: costs;]

[removed: Investments] [added: *Investments] in Unconsolidated [removed: Entities][added: Entities*]

[removed: | | • |] The Company entered into six separate unconsolidated joint ventures during 2021 for the purpose of developing vacant land parcels in Texas (3), Colorado (2) and New York. [removed: The Company’s total investment in these six joint ventures is approximately $72.2 million as of December 31, 2021. Three of the projects are related to the Company’s joint venture development program with Toll Brothers, Inc. (“Toll”) discussed below; and |]

See [removed: Note] [added: Notes] 4 [added: and 6] in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate [removed: transactions.][added: investments and investments in partially owned entities.]

[removed: Comparison] [added: Comparison] of the year ended December 31, [removed: 2021] [added: 2022] to the year ended December 31, [removed: 2020][added: 2021]

The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, [removed: 2021] [added: 2022] as compared to the same period in [removed: 2020:][added: 2021:]

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

| Diluted earnings per share/unit for full year [removed: 2020] [added: 2022] | | $ | [removed: 2.45] [added: 2.05] | |

| Property NOI | | | [removed: (0.35] [added: 0.60] | [removed: )] |

| Interest expense | | | [removed: 0.14] [added: (0.02] | [added: )] |

| Net gain/loss on property sales | | | [removed: 1.38] [added: (1.95] | [added: )] |

| Non-operating asset gains/losses | | | [removed: (0.02] [added: (0.07] | ) |

| Impairment – non-operating [added: real estate] assets | | | [removed: (0.04] [added: 0.04] | [removed: )] |

| Depreciation expense | | | [removed: (0.04] [added: (0.11] | ) |

| Other | | | [removed: (0.05] [added: 0.05] | [removed: )] |

[removed: | (1) |] Corporate overhead includes property management and general and administrative expenses. [removed: |]

| Consolidated Rental Properties | | | 1 | | | | 172 | | | $ | 113,000 | | | | 3.5 | % |

| Unconsolidated Land Parcels (2) | | | — | | | | — | | | $ | 56,886 | | | | | |

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

| Consolidated Rental Properties | | | (3 | ) | | | (945 | ) | | $ | (746,150 | ) | | | (3.4 | )% |

| Configuration Changes | | | — | | | | (37 | ) | | | | | | | | |

| 12/31/2022 | | | 308 | | | | 79,597 | | | | | | | | | |

(1)

The Company acquired four properties during the year ended December 31, 2021, one each in the Denver, Atlanta, Seattle and Dallas/Ft.

(2)

The purchase price listed represents the total consideration for the closing of the respective joint ventures.

Worth (4), Denver (3), Seattle and Washington, D.C. markets.

The Atlanta, Austin and Dallas/Ft.

Worth acquisitions marked the Company’s re-entry into these markets;

In 2022, the Company acquired its joint venture partner’s 25% interest in a 432-unit apartment property located in the Washington, D.C. market for $32.2 million, and the property is now wholly owned.

The Company commenced construction on one consolidated and three unconsolidated apartment properties during 2022, located in the San Francisco and Dallas/Ft.

Worth (3) markets, consisting of 1,278 apartment units totaling approximately $417.7 million of expected development costs;

The Company stabilized two consolidated apartment properties during 2022, located in the Washington, D.C. and Boston markets, consisting of 624 apartment units totaling approximately $482.1 million of development costs; and

The Company spent approximately $203.6 million during 2022, primarily for consolidated and unconsolidated development projects.

The Company’s total investment in these six joint ventures was approximately $72.2 million and $150.4 million as of December 31, 2021 and 2022, respectively.

Three of the projects are related to the Company’s joint venture development program with Toll, two of which commenced construction during the second and third quarters of 2022; and

The Company entered into three separate unconsolidated joint ventures during 2022 for the purpose of developing vacant land parcels in the Dallas/Ft.

Worth and Boston (2) markets.

The Company’s total investment in these three joint ventures was approximately $66.8 million as of December 31, 2022.

One of the projects is related to the Company’s joint venture development program with Toll, which commenced construction during the first quarter of 2022 prior to our entrance into the joint venture.

| | | | | |

(1)

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

| Operating income | | $ | 1,116,046 | | | $ | 1,675,841 | | | $ | (559,795 | ) | | | (33.4 | )% |

| Property management | | | 110,304 | | | | 98,155 | | | | 12,149 | | | | 12.4 | % |

| Depreciation | | | 882,168 | | | | 838,272 | | | | 43,896 | | | | 5.2 | % |

| Total NOI | | $ | 1,862,903 | | | $ | 1,613,360 | | | $ | 249,543 | | | | 15.5 | % |

| Same store | | $ | 2,533,577 | | | $ | 2,291,604 | | | $ | 241,973 | | | | 10.6 | % |

| Non-same store/other | | | 201,603 | | | | 172,393 | | | | 29,210 | | | | 16.9 | % |

| Total rental income | | | 2,735,180 | | | | 2,463,997 | | | | 271,183 | | | | 11.0 | % |

| Same store | | | 802,291 | | | | 774,504 | | | | 27,787 | | | | 3.6 | % |

| Non-same store/other | | | 69,986 | | | | 76,133 | | | | (6,147 | ) | | | (8.1 | )% |

| Total operating expenses | | | 872,277 | | | | 850,637 | | | | 21,640 | | | | 2.5 | % |

| Same store | | | 1,731,286 | | | | 1,517,100 | | | | 214,186 | | | | 14.1 | % |

| Non-same store/other | | | 131,617 | | | | 96,260 | | | | 35,357 | | | | 36.7 | % |

| Total NOI | | $ | 1,862,903 | | | $ | 1,613,360 | | | $ | 249,543 | | | | 15.5 | % |

In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic and its accompanying variants, many of which are unknown, including the duration, severity and the extent of the adverse health impact on the general population, our residents and employees, the distribution, effectiveness and acceptance of vaccines and testing, the overall reopening progress in the cities in which we operate, the potential long-term changes in customer preferences for living in our communities and the impact of operational changes we have implemented and may implement in response to the pandemic.

Its duration, severity and the extent of its adverse health impact on the general population, our residents and employees, along with the distribution, effectiveness and acceptance of vaccines and testing and pace and degree of recovery from the pandemic are among the many unknowns that have had or could continue to have a significant impact on the Company.

These, among other items, have impacted the economy, the unemployment rate and our operations and could materially affect our future consolidated results of operations, financial condition, liquidity, investments and overall performance.

Despite the impact of COVID-19, we continue to believe that the long-term prospects for our business remain strong.

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

| Consolidated Rental Properties | | | (6 | ) | | | (2,231 | ) | | $ | (1,066,861 | ) | | | (4.5 | )% |

| Consolidated Rental Properties – Not Stabilized (2) | | | 4 | | | | 1,214 | | | $ | 459,700 | | | | 4.0 | % |

| (1) | The Company acquired one property during the year ended December 31, 2020 in the Seattle market that was in lease-up and is expected to stabilize in its second year of ownership. |

| --- | --- |

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

| | • | Pursuant to our strategic partnership with Toll, the Company and Toll entered into three separate joint venture agreements during 2021. The projects have not yet started but are expected to do so in 2022. Toll will act as managing member of each project overseeing approvals, design and construction. See Notes 6 and 16 in the Notes to Consolidated Financial Statements for additional discussion. |

Future Outlook

| | • | The Company’s guidance assumes consolidated rental acquisitions of approximately $2.0 billion and consolidated rental dispositions of approximately $2.0 billion during the year ending December 31, 2022; and |

| | • | We currently anticipate spending approximately $200.0 million on development costs during the year ending December 31, 2022, primarily for consolidated and unconsolidated properties currently under construction (amount only includes our share of development costs). |

The above 2022 guidance assumptions are based on current expectations and are forward-looking.

| Debt extinguishment costs | | | 0.10 | |

| Operating income | | $ | 1,675,841 | | | $ | 1,317,990 | | | $ | 357,851 | | | | 27.2 | % |

| Property management | | | 98,155 | | | | 93,825 | | | | 4,330 | | | | 4.6 | % |

| Total NOI | | $ | 1,613,360 | | | $ | 1,749,145 | | | $ | (135,785 | ) | | | (7.8 | )% |

| Same store | | $ | 2,342,257 | | | $ | 2,425,025 | | | $ | (82,768 | ) | | | (3.4 | )% |

| Non-same store/other | | | 121,740 | | | | 146,680 | | | | (24,940 | ) | | | (17.0 | )% |

| Total rental income | | | 2,463,997 | | | | 2,571,705 | | | | (107,708 | ) | | | (4.2 | )% |

| Same store | | | 803,995 | | | | 780,381 | | | | 23,614 | | | | 3.0 | % |

| Non-same store/other | | | 46,642 | | | | 42,179 | | | | 4,463 | | | | 10.6 | % |

| Total operating expenses | | | 850,637 | | | | 822,560 | | | | 28,077 | | | | 3.4 | % |

| Same store | | | 1,538,262 | | | | 1,644,644 | | | | (106,382 | ) | | | (6.5 | )% |

| Non-same store/other | | | 75,098 | | | | 104,501 | | | | (29,403 | ) | | | (28.1 | )% |

| • | The decrease in same store rental income is due primarily to the negative cumulative impact of leasing activity at lower Average Rental Rates, particularly in late 2020 and early 2021. |

| | • | Utilities – A $10.2 million increase due to water, sewer and trash charges (approximately 65% of total) increasing as a result of both higher usage and rate, as well as increases in natural gas and electric charges (approximately 35% of total) due to higher commodity prices; |

| | • | Real estate taxes – A $5.2 million increase due to modest rate growth, partially offset by reduced assessed values in certain locations; and |

This increase is primarily attributable to increases in payroll-related costs, legal and professional fees and information technology-related costs specifically for various operating initiatives such as sales-focused improvements and service enhancements.

The expenses in 2020 were lower than normal due to the impact of COVID-19.

Other expenses increased approximately $1.8 million or 10.1% during the year ended December 31, 2021 as compared to 2020, primarily due to an increase in various litigation and environmental reserves/settlements and an increase in ground lease finance charges, partially offset by a decrease in advocacy contributions.

The decrease is primarily due to lower debt extinguishment costs as well as lower overall interest rates and debt balances in 2021 as compared to 2020.

Net gain on sales of land parcels decreased approximately $34.2 million during the year ended December 31, 2021 as compared to 2020, primarily as a result of the sale of two land parcels in 2020 as compared to no sales in 2021.

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

| Revenues | | $ | 2,253,068 | | | | (4.6 | %) | | $ | 89,189 | | (1) | | 40.1 | % | | $ | 2,342,257 | | | | (3.4 | %) | | Revenues | | $ | 2,361,359 | | | $ | 63,666 | | | $ | 2,425,025 | |

| Expenses | | $ | 779,729 | | | | 2.8 | % | | $ | 24,266 | | | | 9.7 | % | | $ | 803,995 | | | | 3.0 | % | | Expenses | | $ | 758,257 | | | $ | 22,124 | | | $ | 780,381 | |

| NOI | | $ | 1,473,339 | | | | (8.1 | %) | | $ | 64,923 | | | | 56.3 | % | | $ | 1,538,262 | | | | (6.5 | %) | | NOI | | $ | 1,603,102 | | | $ | 41,542 | | | $ | 1,644,644 | |

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

Our operating results are, therefore, affected by changes in short-term interest rates, primarily [removed: LIBOR] [added: SOFR, London Interbank Offered Rate ("LIBOR")] and Securities Industry and Financial Markets Association (“SIFMA”) indices, which directly impact borrowings under our revolving credit facility [removed: and] [added: and/or] interest on secured and unsecured borrowings contractually tied to such rates.

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

[removed: LIBOR] [added: SOFR] is [added: now] the primary basis for determining interest payments on borrowings on the Company’s $2.5 billion revolving credit facility.

We are closely monitoring the evolution of practices in the credit [removed: market] [added: markets] and we do not expect such transition to have a material impact on the Company’s financial position or cash flows.

The Company had total variable rate debt of [removed: $0.6] [added: $0.5] billion, representing [removed: 7.3%] [added: 6.4%] of total debt, and [removed: $0.8] [added: $0.6] billion, representing [removed: 10.0%] [added: 7.3%] of total debt, as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

If interest rates had been 100 basis points higher in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and average balances coincided with year end balances, our annual interest expense would have been [removed: $6.1] [added: $4.7] million and [removed: $8.1] [added: $6.1] million higher, respectively.

As of December 31, [removed: 2020,] [added: 2022,] the Company had total outstanding fixed rate debt of [removed: $7.2] [added: $7.0] billion, or [removed: 90.0%] [added: 93.6%] of total debt, with an estimated fair market value of [removed: $8.2] [added: $6.2] billion.

If interest rates had been 100 basis points lower as of December 31, [removed: 2020,] [added: 2022,] the estimated fair market value would have increased by approximately [removed: $686.6] [added: $397.5] million.

The Alternative Reference Rates Committee (the “ARRC”) has identified SOFR as the preferred alternative rate for USD LIBOR.

As of December 31, 2022, the Company’s derivative instruments had a net asset fair value of approximately $20.7 million.

If interest rates increased by 35 basis points across the curve relative to market quotes as of December 31, 2022 (a 10% upward “parallel shift”), the net asset fair value of the Company’s derivative instruments would be approximately $39.4 million.

If interest rates decreased by 35 basis points (a 10% downward “parallel shift”), the net asset fair value of the Company’s derivative instruments would be approximately $1.5 million.

In the U.S., the Alternative Rates Reference Committee (the “ARRC”), a group of market participants convened in 2014 to help ensure a successful transition away from USD LIBOR, has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate.

This facility contains provisions that establish a process for entering into an amendment to replace LIBOR under certain circumstances.

[removed: General][added: General]

EQR is the general partner of, and as of December 31, [removed: 2021] [added: 2022] owned an approximate [removed: 96.7%] [added: 96.8%] ownership interest in, ERPOP.

[removed: Available Information][added: Available Information]

[removed: Business] [added: Business] Objectives and Operating and Investing [removed: Strategies][added: Strategies]

[removed: Overview][added: *Overview*]

We believe the locations of our properties in these markets are attractive to these knowledge workers [removed: whom] [added: (who often choose to rent for lifestyle reasons) that] we hope to convert into satisfied long-term residents.

It drives our commitments to sustainability, diversity and inclusion, the total wellbeing of our employees and being a responsible corporate citizen in the communities in which we [removed: operate, which has been especially relevant as we faced unprecedented challenges like the novel coronavirus (“COVID-19”) pandemic.][added: operate.]

Despite [removed: the challenges we have faced with the COVID-19 pandemic,] [added: geopolitical and economic uncertainties, demand to live in our apartment communities remains robust and] we believe that the long-term prospects for our business remain strong.

Our well-located communities [removed: are in and] [added: provide an exceptional experience for our residents] around dynamic cities that we believe will continue to attract affluent long-term renters.

[removed: Investment Strategy][added: *Investment Strategy*]

[removed: | | • | Large and diverse economic drivers. Our markets are some of the largest cities in the United States.] They are markets that generally attract a variety of large and diverse industries and businesses. [removed: They include a number of submarkets that are attractive for long-term multifamily ownership. |]

[removed: | | • |] Significant apartment demand that meets new apartment supply. We remain focused on owning and operating properties in markets or submarkets where the supply of apartments is balanced with strong demand that supports superior long-term returns. [removed: |]

[removed: | | • |] Other favorable performance drivers including high [removed: and rapidly rising] single-family housing prices that support longer term [removed: rentership, a balanced regulatory/political environment relating to housing policy] [added: rentership] and manageable resiliency/environmental risk. [removed: |]

Furthermore, we believe that demand for rental housing will continue to be driven primarily through household formations from the younger segments of our population, [removed: including both Millennials and] [added: particularly] Generation Z, [added: while retaining Millennials for longer] and to a lesser extent [added: capturing] the aging Baby Boomer generation.

[removed: | | • |] Millennials are comprised of those individuals born between 1981 and 1996, total approximately 72 million people and continue to be a significant portion of the renter population. [removed: They also tend to remain renters longer due to societal trends favoring delays in marriage and having children as well as lower savings for home down payments. |]

[removed: | | • |] Generation Z is comprised of the approximately 67 million people born between 1997 and 2012. [removed: This cohort is just now entering the renter population and is expected to continue to be an important source of demand. |]

[removed: | | • |] Baby Boomers, a demographic of more than 71 million people born between 1946 and 1964, also trend toward apartment rentals. [removed: |]

[removed: Most recently, we] [added: We] have done so by adding expansion markets to our portfolio [removed: allocation that] [added: when those markets] meet [added: many of] the same characteristics listed above.

Development activity is focused on our in-house pipeline, our strategic partnership with Toll Brothers, Inc. [added: (“Toll”)] and joint ventures with other third-party developers in both established and expansion markets.

[removed: Operations] [added: *Operations] and [removed: Innovation][added: Innovation*]

This focus has driven strong occupancy and a high percentage of residents renewing [removed: that is in line with pre-pandemic levels] while achieving strong renewal rate growth.

Having [removed: been] a [added: history as a] first mover in such important areas as [removed: revenue management and] online leasing, we are focused on technology that [removed: improves our operating] [added: drives superior] margins and [added: improves] customer experience.

[removed: Our operations benefitted from having many] [added: Many] of these initiatives [removed: in place during the pandemic, allowing] [added: allow] us to interact with our customers in a [removed: safe and] [added: safe,] responsible [added: and convenient] manner, including self-guided tours, automated responses to customer inquiries and enhanced service and maintenance management.

[removed: Our] [added: *Our] Commitment to Environmental, Social and Governance [removed: (“ESG”)][added: (“ESG”)*]

This needs to be a [removed: sustainable] [added: continuous] endeavor, in which we [removed: provide] [added: invest in] resilient properties that will stand the test of time and remain attractive to our customers and the community without negatively impacting the environment.

We methodically focus on energy, [removed: water] [added: water, waste] and emissions to advance the program’s policies, targets and resilience outcomes.

In [removed: 2018,] [added: 2021,] the Company [removed: became the first multifamily REIT ever to issue] [added: issued] a [added: second] green bond, [removed: with] [added: and] the net proceeds of approximately [removed: $396.7] [added: $494.2] million from [removed: the] [added: this] offering [added: were fully] allocated to the development of [removed: a] [added: one] property in [removed: San Francisco] [added: Seattle] certified as LEED [removed: Platinum] [added: Platinum, one property in Boston certified as LEED Gold] and [removed: the acquisition of two properties] [added: one property in Washington, D.C.] certified as LEED Silver.

[removed: Additionally, during] [added: In] 2021, the Company began funding its $10.0 million investment in a new fund focused on early stage sustainability and climate change mitigation technology relevant to the built environment.

For additional information regarding our ESG efforts, see our [removed: 2021] [added: 2022] Environmental, Social and Governance Report at our website, www.equityapartments.com.

This report, which includes Sustainability Accounting Standards Board disclosures and incorporates recommendations from the Task Force on Climate-related Financial Disclosures, was [removed: reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing ESG efforts.]

We continue to enhance our ESG disclosure efforts, including [removed: auditing] [added: by obtaining third-party assurance covering certain of] the results outlined in the above report.

Such annual proxy statements and the information contained therein are not part of [removed: or] [added: nor] incorporated into this report, except as otherwise provided herein.

[removed: Human Capital][added: *Human Capital*]

One way we live the “Ten Ways” is by enriching our culture through our core “Equity [removed: Values:] [added: Values," which include] Diversity & Inclusion, Social Responsibility, Sustainability and Total [removed: Wellbeing”.][added: Wellbeing.]

We have assembled a cross-functional employee-led Equity Values Council to lead our efforts on these values by acting as change agents to drive initiatives, [added: create goals and awareness, and encourage colleagues to participate in community service activities and wellness initiatives.]

[removed: In addition, executive] [added: Executive] compensation [removed: is based, in part, on meeting important Equity Values goals,] [added: includes an ESG goal] and our Board of Trustees, primarily through its Compensation Committee, takes an active role in overseeing our efforts in this regard.

[removed: Diversity] [added: *Diversity] and [removed: Inclusion][added: Inclusion*]

[removed: | | • |] Our commitment to diversity and inclusion starts with a highly skilled and diverse Board of Trustees. [removed: |]

[removed: | | • |] We [removed: are committed to hiring a diverse workforce and also fostering a safe, inclusive and productive workplace for all employees. We] believe providing a work environment based on respect, trust and collaboration creates an exceptional employee experience where employees can bring their whole selves to work and thrive in their careers. [removed: In recent years, we have created dedicated Diversity and Inclusion staffing to oversee this crucial work. |]

[removed: | | • |] To further prioritize the importance of our diversity and inclusion efforts, our executives’ annual compensation goals include an evaluation of objective metrics measuring our Company’s progress in this regard. [removed: |]

Our business benefits from a shortage in housing across the country, especially in the areas in which we are investing.

Our multi-pronged investment strategy featuring acquisitions, new stand-alone and expansion developments, densifying developments and accretive renovations of existing properties is focused on optimizing our portfolio in terms of quality and location.

Large and diverse economic drivers.

Our markets are some of the largest cities in the United States.

They include a number of submarkets that are attractive for long-term multifamily ownership.

Strong high quality job growth. Our markets attract and create high quality jobs that are often focused in growing areas of the knowledge-based economy.

These jobs result in the significant presence and growth in renters that work in the highest earning sectors of the economy, are not rent burdened and are attracted to our type of properties.

This creates the ability to raise rents more readily in good economic times and reduces risk during downturns.

Many of these workers are employed in the fields of Science, Technology, Engineering and Mathematics, or STEM jobs, as well as financial services, medical, legal and other higher-earning professions.

They also tend to remain renters longer due to the cost of single family home ownership and societal trends favoring delays in marriage and having children.

This cohort is entering prime renter age and is expected to continue to be an important source of demand.

The Company remains committed to development as a driver of external growth but acknowledges its incremental risk, particularly in higher inflationary cost environments, when evaluating it as a method of expansion.

In 2018, the Company became the first multifamily REIT ever to issue a green bond.

reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing ESG efforts.

We are committed to hiring a diverse workforce and also fostering a safe, inclusive and productive workplace for all employees.

In recent years, we have created dedicated Diversity and Inclusion staffing to oversee this crucial work.

We have the benefit of a diverse workforce, of which 63.0% currently identify as ethnically diverse.

A diversity and inclusion lens is embedded in our talent review process.

Employee engagement and experience are extremely important at Equity Residential.

Our 2022 engagement score of 78% favorability is very strong, especially given changes in employee expectations in the wake of the pandemic.

We believe a successful workplace is one where employees constantly learn and grow.

Our HR Transformation Learning & Development (“L&D”) team is interspersed throughout our markets and works regularly with employees to expand their knowledge and skills.

L&D develops and delivers a wide range of training and development opportunities, from tactical to strategic, face-to-face to virtual, social learning to self-directed learning, and more.

Equity Residential is committed to providing the tools and resources to help our employees achieve total wellbeing.

Thriving employees are the pinnacle of our efforts throughout all our business functions.

When employees bring their whole self to work, perform their best and are well supported in their wellbeing, they can make powerful contributions to the business, culture and our communities.

Physical Wellbeing: Equity Residential is focused on providing benefits that help our employees achieve balance and address good health proactively, with coverage for emergencies and ongoing needs that can arise as well.

Long before healthcare reform, Equity Residential made a commitment to cover 100% of employee preventive care.

This commitment—and our robust and highly popular wellness program—has made proactive personal healthcare more accessible and manageable for employees, while encouraging ongoing healthy behaviors and rewarding employees for taking a proactive approach to their health.

Mental Wellbeing: We strive to make mental healthcare accessible.

Our communications are designed to highlight awareness-building and our resources are centered around culturally competent care that scales toward employees’ needs.

This includes educational resources for maintaining mental health, online mobile apps to address or discuss ways to improve, and partnerships with virtual care providers and support networks for those who need immediate and critical support.

These resources are in addition to up to five free counseling sessions for all employees and their family members (per year per presenting matter) through our Employee Assistance Program.

Financial Wellbeing: These benefits and resources help our employees manage their money better today, while preparing for financial milestones and retirement in the future.

Career Wellbeing: When employees move up in skill and experience, so does Equity Residential.

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

Equity Residential continues to partner with Employees1st to provide financial relief via a crisis fund for employees struck by personal hardships or unforeseen disasters.

The Company contributes funds to further support employees who experience unforeseen or catastrophic hardship.

We are proud that this program allows yet another avenue for us to tangibly demonstrate our *One Team* culture by ensuring that employees feel safe and supported during extreme circumstances.

With the pandemic subsiding and cities reopening, we are seeing strong demand from our affluent resident base, demonstrating the long-term attractiveness of our communities.

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

| | • | Strong high quality job growth. Our markets attract and create high quality jobs that are often focused in growing areas of the knowledge-based economy. These jobs result in the significant presence and growth in renters that work in the highest earning sectors of the economy, are not rent burdened and are attracted to our type of properties. This creates the ability to raise rents more readily in good economic times and reduces risk during downturns. Many of these workers are employed in the fields of Science, Technology, Engineering and Mathematics, or STEM jobs, which experienced significantly lower job loss during the COVID-19 pandemic. |

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

In 2021, the Company issued a second green bond, and the net proceeds of approximately $497.5 million from this offering are intended to be allocated to the development or acquisition of green buildings and/or investments in renewable energy, energy efficiency and sustainable water management.

create goals and awareness, and encourage colleagues to participate in community service activities and wellness initiatives.

| | • | We believe a successful workplace is one where employees constantly learn and grow. Our internal Organization and Talent Development (“OTD”) team is interspersed throughout our markets and works regularly with employees to expand their knowledge and skills. OTD develops and delivers a wide range of training and development opportunities, from tactical to strategic, face-to-face to virtual, social learning to self-directed learning, and more. In 2021, each employee |

| | | completed an average of approximately 15 hours of dedicated learning at a Company expenditure of approximately $1,200 per employee. |

| | • | Physical Wellbeing: Equity Residential is focused on providing benefits that help our employees achieve balance and address good health proactively, with coverage for emergencies and ongoing needs that can arise as well. Long before healthcare reform, Equity Residential made a commitment to cover 100% of employee preventive care. This commitment—and our robust and highly popular wellness program—has made proactive personal healthcare more accessible and manageable for employees, while encouraging ongoing healthy behaviors and rewarding employees for taking a proactive approach to their health. During the COVID-19 pandemic, we held 2020 healthcare premiums flat for employees in 2021 in support of a holistic total rewards strategy. |

| | • | Throughout the COVID-19 pandemic, we have communicated regularly with employees and also released a comprehensive guide designed as a single place for employees to access information on critical benefits and resources. A key focus included mental wellbeing to help employees better cope with the challenges to our work routines, our home routines and how we interact with our family, friends and community. We also continued to ensure that our employees had access to personal protective equipment and cleaning supplies as needed throughout the pandemic. |

| | • | In October 2021, as an effort to do our part in the prevention and severity of the COVID-19 pandemic, we introduced our *COVID-19 Health & Safety Requirement Policy* requiring all employees to be fully vaccinated (or receive an approved accommodation) by January 13, 2022. When implementing this new policy, we took great care by supporting each employee in their decision-making process and providing additional resources, including access to medical professionals. Our efforts resulted in a compliance and employee retention rate of 99%. |

| | • | For nearly three years, we have partnered with Employees1st to provide financial relief via a crisis fund for employees struck by personal hardships or unforeseen disasters. The Company contributed additional funds to the Employees1st crisis fund to further support employees who experienced hardship as a result of the ongoing COVID-19 pandemic. We are proud that this program allows yet another avenue for us to tangibly demonstrate our *One Team* culture by ensuring that employees are safe and secure, especially during extreme or catastrophic circumstances. |

As of December 31, [removed: 2021,] [added: 2022,] 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.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: ☒] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2021][added: 2022]

| [removed: ☐] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] File [removed: Number: 1-12252 (Equity Residential)][added: Number: 1-12252 (Equity Residential)]

[removed: Commission] [added: Commission] File [removed: Number: 0-24920 (ERP] [added: Number: 0-24920 (ERP] Operating Limited [removed: Partnership)][added: Partnership)]

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

[removed: ERP] [added: ERP] OPERATING LIMITED [removed: PARTNERSHIP][added: PARTNERSHIP]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Maryland (Equity Residential)] [added: Maryland (Equity Residential)] | [removed: 13-3675988 (Equity Residential)] [added: 13-3675988 (Equity Residential)] |

| [removed: Illinois (ERP] [added: Illinois (ERP] Operating Limited [removed: Partnership)] [added: Partnership)] | [removed: 36-3894853 (ERP] [added: 36-3894853 (ERP] Operating Limited [removed: Partnership)] [added: Partnership)] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] |

| [removed: Two] [added: Two] North Riverside [removed: Plaza, Chicago, Illinois 60606] [added: Plaza, Chicago, Illinois 60606] | [removed: (312) 474-1300] [added: (312) 474-1300] |

| [removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)] [added: Code)] | [removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)] [added: code)] |

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

[removed: None] [added: None] (Equity [removed: Residential)][added: Residential)]

[removed: Units] [added: Units] of Limited Partnership Interest (ERP Operating Limited [removed: Partnership)][added: Partnership)]

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately [removed: $28.5] [added: $26.8] billion based upon the closing price on June 30, [removed: 2021] [added: 2022] of [removed: $77.00] [added: $72.22] using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of whom may not be held to be affiliates upon judicial determination.

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on February [removed: 11, 2022] [added: 10, 2023] was [removed: 375,917,242.][added: 378,602,684.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its [removed: 2022] [added: 2023] Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2021,] [added: 2022,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

Equity Residential is the general partner and [removed: 96.7%] [added: 96.8%] owner of ERP Operating Limited Partnership.

[removed: EXPLANATORY NOTE][added: EXPLANATORY NOTE]

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] of Equity Residential and ERP Operating Limited Partnership.

[removed: ][added: ]

EQR is the general partner of, and as of December 31, [removed: 2021] [added: 2022] owned an approximate [removed: 96.7%] [added: 96.8%] ownership interest in, ERPOP.

The remaining [removed: 3.3%] [added: 3.2%] interest is owned by limited partners.

[removed: | | • |] enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; [removed: |]

[removed: | | • |] eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and [removed: |]

[removed: | | • |] creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. [removed: |]

| | | | | [removed: PAGE] [added: PAGE] |

| [removed: PART I.] [added: PART I.] | | | | |

| Item 3. | | [Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#item_3_legal_proceedings)] | | [removed: 24] [added: 23] |

| Item 4. | | [Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#item_4_mine_safety_disclosures)] | | [removed: 24] [added: 23] |

| [removed: PART II.] [added: PART II.] | | | | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] [added: Securities](#item_5_market_for_registrants_common_equ)] | | [removed: 25] [added: 24] |

OR

| | |

| | |

| | |

| | |

| | |

| | |

| | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | |

| Equity Residential | | ☐ | | ERP Operating Limited Partnership | | ☐ |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | |

| Equity Residential | | ☐ | | ERP Operating Limited Partnership | | ☐ |

| | |

| | | | | | |

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

| | | | | |

OR

| | | | | | | |

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

| EX-4.3 | | | | |

As of December 31, [removed: 2021,] [added: 2022,] the Company, directly or indirectly through investments in title holding entities, owned all or a portion of [removed: 310] [added: 308] properties located in 10 states and the District of Columbia consisting of [removed: 80,407] [added: 79,597] apartment units.

| [removed: Type] [added: Type] | | [removed: Properties] [added: Properties] | | | | [removed: Apartment Units] [added: Apartment Units] | | | | [removed: Average] [added: Average] Apartment [removed: Units] [added: Units] | | |

| Garden | | | 96 | | | | [removed: 24,489] [added: 24,449] | | | | 255 | |

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

| | | [removed: Properties] [added: Properties] | | | | [removed: Apartment Units] [added: Apartment Units] | | |

| Wholly Owned Properties | | | [removed: 294] [added: 293] | | | | [removed: 76,861] [added: 76,483] | |

| Partially Owned Properties – Consolidated | | | [removed: 16] [added: 15] | | | | [removed: 3,546] [added: 3,114] | |

The following table sets forth certain information by market relating to the Company’s properties at December 31, [removed: 2021:][added: 2022:]

| [removed: Portfolio Summary] [added: Portfolio Summary] | | | | | | | | | | | | | | | | |

| [removed: Markets/Metro Areas] [added: Markets/Metro Areas] | | [removed: Properties] [added: Properties] | | | | [removed: Apartment Units] [added: Apartment Units] | | | | [removed: %] [added: %] of Stabilized Budgeted NOI [removed: (1)] [added: (1)] | | | | [removed: Average] [added: Average] Rental Rate [removed: (2)] [added: (2)] | | |

| [removed: Established Markets:] [added: Established Markets:] | | | | | | | | | | | | | | | | |

| Los Angeles | | | 66 | | | | 15,259 | | | | [removed: 18.6] [added: 18.2] | % | | $ | [removed: 2,673] [added: 2,773] | |

| Orange County | | | 13 | | | | 4,028 | | | | [removed: 5.3] [added: 5.2] | % | | | [removed: 2,427] [added: 2,685] | |

| Seattle | | | 46 | | | | 9,525 | | | | 11.0 | % | | | [removed: 2,332] [added: 2,575] | |

| [removed: Expansion Markets:] [added: Expansion Markets:] | | | | | | | | | | | | | | | | |

| Dallas/Ft. Worth | | | 4 | | | | 1,241 | | | | [removed: 0.8] [added: 0.7] | % | | | [removed: 1,868] [added: 1,904] | |

| Austin | | | 3 | | | | 741 | | | | 0.4 | % | | | [removed: 1,694] [added: 1,853] | |

[removed: | (1) |] % of Stabilized Budgeted NOI - Represents original budgeted [removed: 2022] [added: 2023] NOI for stabilized properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up. [removed: |]

[removed: | (2) |] Average Rental Rate - Total residential rental revenues reflected on a straight-line basis in accordance with GAAP divided by the weighted average occupied apartment units for the reporting period presented. [removed: |]

The following tables provide a rollforward of the apartment units included in Same Store Properties (please refer to the Definitions section in Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*) and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, [removed: 2021:][added: 2022:]

| | | [removed: Year] [added: Year] Ended December 31, [removed: 2021] [added: 2022] | | | | | | |

| Same Store Properties at December 31, [removed: 2020] [added: 2022] | | | [removed: 285] [added: 283] | | | | [removed: 73,585] [added: 72,872] | |

| Lease-up properties stabilized | | | [removed: 1] [added: 2] | | | | [removed: 222] [added: 221] | |

| 2019 acquisitions [removed: not yet] [added: (not] stabilized [added: until 2020)] | | | 1 | | | | 217 | |

| Lease-up properties not yet stabilized [removed: (1)] [added: (2)] | | | [removed: 6] [added: 4] | | | | [removed: 1,207] [added: 986] | |

| Total Non-Same Store | | | [removed: 26] [added: 25] | | | | [removed: 6,330] [added: 6,725] | |

| Total Properties and Apartment Units | | | [removed: 310] [added: 308] | | | | [removed: 80,407] [added: 79,597] | |

[removed: | (1) |] Consists of properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented. [removed: Also includes one former third-party master-leased property that was not stabilized. |]

As of December 31, [removed: 2021,] [added: 2022,] the Company’s same store occupancy was [removed: 96.4%] [added: 95.7%] and its total portfolio-wide occupancy, which includes completed development properties in various stages of lease-up, was [removed: 95.7%.][added: 95.6%.]

The properties in various stages of development and lease-up at December 31, [removed: 2021] [added: 2022] are included in the following table:

| [removed: Development] [added: Development] and Lease-Up Projects as of December 31, [removed: 2021 | | |] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| [removed: | |] [added: Projects] | | [removed: Ownership] [added: Location] | | [added: Ownership Percentage] | | [added: No. of] Apartment [added: Units] | | | | [added: Total Budgeted] Capital [added: Cost (1)] | | | | [added: Total Book] Value [removed: | |] [added: to Date] | | [removed: Total] | | [added: Total Debt (2)] | | [removed: Percentage] | | [added: Percentage Completed] | | [removed: Start] [added: Start Date] | | [removed: Initial] [added: Initial Occupancy] | | [removed: Completion] [added: Completion Date] | | [removed: Stabilization] [added: Stabilization Date] | | [added: Percentage] Leased / [added: Occupied] | [added: |]

| [removed: CONSOLIDATED: | | |] [added: CONSOLIDATED:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| [added: Reverb (fka] 9th and [removed: W] [added: W)] (3) | | Washington, [removed: DC] [added: D.C.] | | 92% | | | [removed: | |] 312 | | | $ | 108,027 | | | $ | [removed: 24,307] [added: 88,378] | | | $ | [removed: — | |] [added: 43,714] | [removed: 16%] | | [added: 88%] | | Q3 2021 | | [removed: Q2] [added: Q1] 2023 | | Q3 2023 | | Q3 2024 | | – / – | [added: |]

| [removed: Projects] [added: Projects] Completed Not [removed: Stabilized: | | |] [added: Stabilized:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Aero Apartments | | Alameda, CA | | 90% | | | [removed: | |] 200 | | | | 117,794 | | | | [removed: 113,361] [added: 113,610] | | | | [removed: 61,662] [added: 64,664] | | | 100% | | [removed: | |] Q3 2019 | | Q2 2021 | | Q2 2021 | | [removed: Q2 2022] [added: Q1 2023] | | [removed: 71%] [added: 97%] / [removed: 70%] [added: 95%] | [added: |]

| Alcott Apartments (fka West End Tower) | | Boston, MA | | 100% | | | [removed: | |] 470 | | | | [removed: 409,749] [added: 409,164] | | | | [removed: 398,138] [added: 408,114] | | | | — | | | [removed: 98% | |] [added: 100%] | | Q2 2018 | | Q3 2021 | | Q4 2021 | | [removed: Q1 2023] [added: Q4 2022] | | [removed: 52%] [added: 95%] / [removed: 43%] [added: 95%] | [added: |]

| [removed: UNCONSOLIDATED: (4) | | |] [added: UNCONSOLIDATED:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Mid/High-Rise | | | 212 | | | | 55,148 | | | | 260 | |

| | | | 308 | | | | 79,597 | | | | 258 | |

| | | | | | | | | |

| | | | 308 | | | | 79,597 | |

| San Diego | | | 12 | | | | 2,878 | | | | 4.0 | % | | | 2,894 | |

| Subtotal – Southern California | | | 91 | | | | 22,165 | | | | 27.4 | % | | | 2,772 | |

| San Francisco | | | 44 | | | | 11,790 | | | | 15.9 | % | | | 3,229 | |

| Washington, D.C. | | | 47 | | | | 14,716 | | | | 15.3 | % | | | 2,531 | |

| New York | | | 34 | | | | 8,536 | | | | 14.0 | % | | | 4,378 | |

| Boston | | | 27 | | | | 7,170 | | | | 11.5 | % | | | 3,373 | |

| Subtotal – Established Markets | | | 289 | | | | 73,902 | | | | 95.1 | % | | | 3,016 | |

| Denver | | | 8 | | | | 2,498 | | | | 2.7 | % | | | 2,372 | |

| Atlanta | | | 4 | | | | 1,215 | | | | 1.1 | % | | | 2,120 | |

| Subtotal – Expansion Markets | | | 19 | | | | 5,695 | | | | 4.9 | % | | | 2,153 | |

| Total | | | 308 | | | | 79,597 | | | | 100.0 | % | | $ | 2,956 | |

(1)

(2)

| | | | | | | | | |

| | | Properties | | | | Apartment Units | | |

| 2022 dispositions | | | (3 | ) | | | (945 | ) |

| Properties removed from same store (1) | | | (2 | ) | | | (819 | ) |

| Other | | | — | | | | (37 | ) |

| | | | | | | | | |

| | | Year Ended December 31, 2022 | | | | | | |

| | | Properties | | | | Apartment Units | | |

| Same Store | | | 283 | | | | 72,872 | |

| 2022 acquisitions | | | 1 | | | | 172 | |

| Properties removed from same store (1) | | | 2 | | | | 819 | |

(1)

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

a.

Laguna Clara located in Santa Clara, CA containing 222 apartment units was removed from the same store portfolio in the second quarter of 2022 due to a major renovation and redevelopment project, including the demolition of 42 apartment units.

As of December 31, 2022, the property had an occupancy of 65.2%.

This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented.

b.

Pearl MDR located in Marina Del Rey, CA containing 597 apartment units was removed from the same store portfolio in the third quarter of 2022 due to a large scale repiping and renovation project in which significant portions of the property are being taken offline for extended time periods.

As of December 31, 2022, the property had an occupancy of 79.6%.

This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented.

(2)

| Mid/High-Rise | | | 214 | | | | 55,918 | | | | 261 | |

| | | | 310 | | | | 80,407 | | | | 259 | |

| | | | 310 | | | | 80,407 | |

| San Diego | | | 11 | | | | 2,706 | | | | 3.7 | % | | | 2,598 | |

| Subtotal – Southern California | | | 90 | | | | 21,993 | | | | 27.6 | % | | | 2,619 | |

| San Francisco | | | 44 | | | | 11,830 | | | | 16.0 | % | | | 2,957 | |

| Washington D.C. | | | 48 | | | | 14,851 | | | | 15.5 | % | | | 2,358 | |

| New York | | | 36 | | | | 9,343 | | | | 13.7 | % | | | 3,597 | |

| Boston | | | 27 | | | | 7,170 | | | | 11.4 | % | | | 3,049 | |

| Denver | | | 8 | | | | 2,498 | | | | 2.6 | % | | | 2,197 | |

| Atlanta | | | 4 | | | | 1,215 | | | | 1.0 | % | | | 1,935 | |

| Total | | | 310 | | | | 80,407 | | | | 100.0 | % | | $ | 2,696 | |

| --- | --- |

| 2019 acquisitions stabilized | | | 12 | | | | 3,323 | |

| 2021 dispositions | | | (14 | ) | | | (3,053 | ) |

| Same Store | | | 284 | | | | 74,077 | |

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

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

| | | | | | | | | | | | | Total | | | | Total | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | No. of | | | | Budgeted | | | | Book | | | | | | | | | | | | Estimated/Actual | | | | | | | | Percentage |

| Projects | | Location | | Percentage | | | | Units | | | | Cost (1) | | | | to Date | | | | Debt (2) | | | | Completed | | | | Date | | Occupancy | | Date | | Date | | Occupied |

| Projects Under Development - Consolidated | | | | | | | | | 312 | | | | 108,027 | | | | 24,307 | | | | — | | | | | | | | | | | | | | | |

| The Edge (fka 4885 Edgemoor Lane) (3) | | Bethesda, MD | | 100% | | | | | 154 | | | | 75,271 | | | | 73,091 | | | | — | | | 100% | | | | Q3 2019 | | Q3 2021 | | Q3 2021 | | Q3 2022 | | 62% / 54% |

| Projects Completed Not Stabilized - Consolidated | | | | | | | | | 824 | | | | 602,814 | | | | 584,590 | | | | 61,662 | | | | | | | | | | | | | | | |

| Projects Under Development - Unconsolidated | | | | | | | | | 929 | | | | 344,624 | | | | 80,334 | | | | — | | | | | | | | | | | | | | | |

| Total Development Projects - Consolidated | | | | | | | | | 1,136 | | | | 710,841 | | | | 608,897 | | | | 61,662 | | | | | | | | | | | | | | | |

| Total Development Projects - Unconsolidated | | | | | | | | | 929 | | | | 344,624 | | | | 80,334 | | | | — | | | | | | | | | | | | | | | |

| Total Development Projects | | | | | | | | | 2,065 | | | $ | 1,055,465 | | | $ | 689,231 | | | $ | 61,662 | | | | | | | | | | | | | | | |

| (2) | All non-wholly owned projects are being partially funded with project-specific construction loans. None of these loans are recourse to the Company. As of December 31, 2021, no draws have been made on the construction loans for 9th and W, Alloy Sunnyside, Alexan Harrison or Solana Beeler Park. |

| (4) | The Company has six unconsolidated development joint ventures as of December 31, 2021. In addition to the three projects disclosed in “Projects Under Development – Unconsolidated” above, the Company has three additional unconsolidated joint venture projects that have not yet started but are expected to do so in 2022 and eventually deliver approximately 1,005 apartment units. |

[removed: PART II][added: PART II]

[removed: Common] [added: *Common] Share/Unit Information (Equity Residential and ERP Operating Limited [removed: Partnership)][added: Partnership)*]

At February [removed: 11, 2022,] [added: 10, 2023,] the number of record holders of Common Shares was approximately [removed: 1,850] [added: 1,790] and [removed: 375,917,242] [added: 378,602,684] Common Shares were outstanding.

At February [removed: 11, 2022,] [added: 10, 2023,] the number of record holders of Units in the Operating Partnership was approximately [removed: 475] [added: 465] and [removed: 388,789,846] [added: 391,169,119] Units were outstanding.

[removed: Unregistered] [added: *Unregistered] Common Shares Issued in the Quarter Ended December 31, [removed: 2021] [added: 2022] (Equity [removed: Residential)][added: Residential)*]

During the quarter ended December 31, [removed: 2021,] [added: 2022,] EQR issued [removed: 200,245] [added: 414,871] Common Shares in exchange for [removed: 200,245] [added: 414,871] OP Units held by various limited partners of ERPOP.

Equity Compensation Plan Information

The following table provides information as of December 31, 2021 with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

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

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

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

| Equity compensation plans approved by shareholders | | | 4,387,833 | | | $ | 60.65 | | | | 12,092,912 | |

| Equity compensation plans not approved by shareholders | | N/A | | | | N/A | | | | N/A | | |

| (1) | The amounts shown in columns (a) and (b) of the above table do not include 309,876 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2011 Share Incentive Plan, as amended (the “2011 Plan”), and 2019 Share Incentive Plan, as amended (the “2019 Plan”), and outstanding Common Shares that have been purchased by employees and trustees under the Company’s ESPP. |

| --- | --- |

| (2) | Includes 9,539,478 Common Shares that may be issued under the 2019 Plan and 2,553,434 Common Shares that may be sold to employees and trustees under the ESPP. |

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

As of December 31, 2021, 9,539,478 shares were available for future issuance.

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

The 2019 Plan expires on June 27, 2029.

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.

[removed: Equity Residential][added: *Equity Residential*]

[removed: (a)] [added: (a)] Evaluation of Disclosure Controls and [removed: Procedures:][added: Procedures:]

Effective as of December 31, [removed: 2021,] [added: 2022,] the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the [added: Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.]

[removed: (b)] [added: (b)] Management’s Report on Internal Control over Financial [removed: Reporting:][added: Reporting:]

Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our internal control over financial reporting has been audited as of December 31, [removed: 2021] [added: 2022] by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

[removed: (c)] [added: (c)] Changes in Internal Control over Financial [removed: Reporting:][added: Reporting:]

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Effective as of December 31, [removed: 2021,] [added: 2022,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Based on the Operating Partnership’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the fourth quarter of [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

(a) Evaluation of Disclosure Controls and Procedures:

(b) Management’s Report on Internal Control over Financial Reporting:

Our internal control over financial reporting has been audited as of December 31, 2022 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

[removed: PART III][added: PART III]

[removed: Items] [added: Items] 10, 11, [removed: 12,] [added: 12,] 13 and [removed: 14.][added: 14.]

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

The information required by Item 10, Item 11, Item [removed: 12,] [added: 12 (with the exception of the *Equity Compensation Plan Information* provided below),] Item 13 and Item 14 is incorporated by reference to, and will be contained in, Equity Residential’s Proxy Statement, which the Company intends to file no later than 120 days after the end of its fiscal year ended December 31, [removed: 2021,] [added: 2022,] and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

Equity Residential is the general partner and [removed: 96.7%] [added: 96.8%] owner of ERP Operating Limited Partnership.

[removed: PART IV][added: PART IV]

*Equity Compensation Plan Information*

The following table provides information as of December 31, 2022 with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

| | | | | | | |

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

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

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

| Equity compensation plans approved by shareholders | | 4,061,360 | | $62.60 | | 11,407,237 |

| Equity compensation plans not approved by shareholders | | N/A | | N/A | | N/A |

(1)

The amounts shown in columns (a) and (b) of the above table do not include 289,918 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2019 Share Incentive Plan, as amended (the “2019 Plan”), and outstanding Common Shares that have been purchased by employees and trustees under the Company’s ESPP.

(2)

Includes 8,920,638 Common Shares that may be issued under the 2019 Plan and 2,486,599 Common Shares that may be sold to employees and trustees under the ESPP.

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

As of December 31, 2022, 8,920,638 shares were available for future issuance.

The 2019 Plan expires on June 27, 2029.

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.

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

[removed: | | (2) |] Exhibits: See the Exhibit Index. [removed: |]

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

(1)

(2)

(3)

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

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

| 3.1 | | [Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/906107/000110465905010843/a05-2042_1ex3d1.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/906107/000110465905010843/a05-2042_1ex3d1.htm)] | | 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, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/906107/000119312515335392/d43422dex31.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/906107/000119312515335392/d43422dex31.htm)] | | 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, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/906107/000119312517348141/d495350dex31.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/906107/000119312517348141/d495350dex31.htm)] | | Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on November 20, 2017. |

| 3.4 | | [Second Amendment to Eighth Amended and Restated Bylaws of Equity Residential, effective as of May 4, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/0000906107/000119312520137062/d924277dex31.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/0000906107/000119312520137062/d924277dex31.htm)] | | Included as Exhibit 3.1 to Equity Residential's Form 8-K dated May 4, 2020, filed on May 8, 2020. |

| 3.5 | | [Seventh Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership, dated as of March 18, 2021 and effective as of January 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/906107/000119312521092676/d130340dex101.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/906107/000119312521092676/d130340dex101.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 18, 2021, filed on March 24, 2021. |

| 4.1 | | [Description of Equity Residential Common Shares Registered Under Section 12 of the Securities Exchange Act of [removed: 1934.](http://www.sec.gov/Archives/edgar/data/906107/000156459020005562/eqr-ex41_637.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/906107/000156459020005562/eqr-ex41_637.htm)] | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2019. |

| 4.2 | | [Description of ERP Operating Limited Partnership Notes Registered Under Section 12 of the Securities Exchange Act of [removed: 1934.](http://www.sec.gov/Archives/edgar/data/906107/000156459020005562/eqr-ex42_636.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/906107/000156459020005562/eqr-ex42_636.htm)] | | Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2019. |

| 4.3 | | [Description of ERP Operating Limited Partnership OP Units Registered Under Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/906107/000156459022005566/eqr-ex43_312.htm) | | [removed: Attached herein.] [added: Included as Exhibit 4.3 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2021.] |

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

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

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

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

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

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

| [removed: 4.11] [added: 4.20] | | [Form of [removed: 3.375%] [added: 4.500%] Note due June 1, [removed: 2025.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex41.htm)] [added: 2045.](https://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex42.htm)] | | Included as Exhibit [removed: 4.1] [added: 4.2] to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. |

| [removed: 4.12] [added: 4.11] | | [Terms Agreement regarding 7.57% Notes due August 15, [removed: 2026.](http://www.sec.gov/Archives/edgar/data/931182/0000950131-96-003872.txt)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/931182/0000950131-96-003872.txt)] | | Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996. |

| [removed: 4.13] [added: 4.12] | | [Form of 2.850% Note due November 1, [removed: 2026.](http://www.sec.gov/Archives/edgar/data/931182/000119312516733856/d241075dex41.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/931182/000119312516733856/d241075dex41.htm)] | | Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016. |

| [removed: 4.14] [added: 4.13] | | [Form of 3.250% Note due August 1, [removed: 2027.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex41.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex41.htm)] | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. |

| [removed: 4.15] [added: 4.14] | | [Form of 3.500% Note due March 1, [removed: 2028.](http://www.sec.gov/Archives/edgar/data/906107/000119312518032305/d513291dex41.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/906107/000119312518032305/d513291dex41.htm)] | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018. |

| [removed: 4.16] [added: 4.15] | | [Form of 4.150% Note due December 1, [removed: 2028.](http://www.sec.gov/Archives/edgar/data/906107/000119312518338071/d664437dex41.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/906107/000119312518338071/d664437dex41.htm)] | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018. |

| [removed: 4.17] [added: 4.16] | | [Form of 3.000% Note due July 1, [removed: 2029.](http://www.sec.gov/Archives/edgar/data/906107/000119312519177504/d737088dex41.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/906107/000119312519177504/d737088dex41.htm)] | | 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. |

| [removed: 4.18] [added: 4.17] | | [Form of 2.500% Note due February 15, [removed: 2030.](http://www.sec.gov/Archives/edgar/data/906107/000119312519226889/d797062dex41.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/906107/000119312519226889/d797062dex41.htm)] | | 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. |

| [removed: 4.19] [added: 4.18] | | [Form of 1.850% Note due August 1, [removed: 2031.](http://www.sec.gov/Archives/edgar/data/906107/000119312521237726/d209335dex41.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/906107/000119312521237726/d209335dex41.htm)] | | Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 3, 2021, filed on August 5, 2021. |

| [removed: 4.20] [added: 4.19] | | [Form of 4.500% Note due July 1, [removed: 2044.](http://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex42.htm)] [added: 2044.](https://www.sec.gov/Archives/edgar/data/931182/000119312514241000/d744998dex42.htm)] | | 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 [removed: 4.500%] [added: 4.000%] Note due [removed: June] [added: August] 1, [removed: 2045.](http://www.sec.gov/Archives/edgar/data/931182/000119312515185895/d925506dex42.htm)] [added: 2047.](https://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex42.htm)] | | Included as Exhibit 4.2 to [added: Equity Residential's and] ERP Operating Limited Partnership's Form 8-K dated [removed: May 11, 2015,] [added: July 31, 2017,] filed on [removed: May 13, 2015.] [added: August 2, 2017.] |

| [removed: 4.22] [added: 10.4] | [added: *] | [removed: [Form of 4.000% Note due August 1, 2047.](http://www.sec.gov/Archives/edgar/data/906107/000119312517245849/d433744dex42.htm)] [added: [Equity Residential 2019 Share Incentive Plan.](https://www.sec.gov/Archives/edgar/data/906107/000119312519187395/d26582dex991.htm)] | | Included as Exhibit [removed: 4.2] [added: 99.1] to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated [removed: July 31, 2017,] [added: June 27, 2019,] filed on [removed: August 2, 2017.] [added: July 1, 2019.] |

| 10.2 | | [Revolving Credit Agreement, dated as of [removed: November 1, 2019,] [added: October 26, 2022,] among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, and the financial institutions party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/906107/000119312519283407/d794732dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/906107/000119312522271005/d415075dex101.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated [removed: November 1, 2019,] [added: October 26, 2022,] filed on [removed: November 4, 2019.] [added: October 27, 2022.] |

| [removed: 10.3] [added: 10.20] | [added: *] | [removed: [First Amendment to Revolving Credit] [added: [Age 62 Retirement] Agreement, dated [removed: as of August 31, 2021, among ERP Operating Limited Partnership, Lexford Properties, L.P.,] [added: September 4, 2018, by] and [removed: Bank of America, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/906107/000156459021052952/eqr-ex101_18.htm)] [added: between Equity Residential and David J. Neithercut.](https://www.sec.gov/Archives/edgar/data/906107/000156459018025620/eqr-ex101_20.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, [removed: 2021.] [added: 2018.] |

| [removed: 10.4] [added: 10.3] | | [Amended and Restated Limited Partnership Agreement of Lexford Properties, [removed: L.P.](http://www.sec.gov/Archives/edgar/data/906107/000091205700011416/0000912057-00-011416.txt)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/906107/000091205700011416/0000912057-00-011416.txt)] | | Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999. |

| 10.5 | * | [Equity Residential [removed: 2019] [added: 2011] Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000119312519187395/d26582dex991.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000095012311060571/c65161exv99w1.htm)] | | Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June [removed: 27, 2019,] [added: 16, 2011,] filed on [removed: July 1, 2019.] [added: June 22, 2011.] |

| 10.6 | * | [removed: [Equity Residential] [added: [First Amendment to] 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000095012311060571/c65161exv99w1.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610712000023/eqr-2012630xexhibit101.htm)] | | Included as Exhibit [removed: 99.1] [added: 10.1] to Equity Residential's and ERP Operating Limited Partnership's Form [removed: 8-K dated June 16, 2011, filed on] [added: 10-Q for the quarterly period ended] June [removed: 22, 2011.] [added: 30, 2012.] |

| [removed: 10.7] [added: 10.10] | * | [removed: [First] [added: [Fifth] Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610712000023/eqr-2012630xexhibit101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610716000044/eqr-exhibit101x2q16.htm)] | | 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, [removed: 2012.] [added: 2016.] |

| [removed: 10.8] [added: 10.7] | * | [Second Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610713000034/exhibit101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610713000034/exhibit101.htm)] | | 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. |

| [removed: 10.9] [added: 10.8] | * | [Third Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610714000012/eqr-2014331xexhibit101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610714000012/eqr-2014331xexhibit101.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014. |

| [removed: 10.10] [added: 10.9] | * | [Fourth Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610714000023/exhibit1013q14.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610714000023/exhibit1013q14.htm)] | | 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. |

| [removed: 10.11] [added: 10.12] | * | [removed: [Fifth] [added: [Seventh] Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610716000044/eqr-exhibit101x2q16.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000156459017020797/eqr-ex101_95.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended [removed: June] [added: September] 30, [removed: 2016.] [added: 2017.] |

| [removed: 10.12] [added: 10.11] | * | [Sixth Amendment to 2011 Share Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000090610717000007/exhibit1018eqr-2016.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906107/000090610717000007/exhibit1018eqr-2016.htm)] | | 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. |

| 10.13 | * | [removed: [Seventh Amendment to 2011 Share] [added: [Form of 2018 Long-Term] Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906107/000156459017020797/eqr-ex101_95.htm)] [added: Plan Award Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000156459018010687/eqr-ex101_301.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended [removed: September 30, 2017.] [added: March 31, 2018.] |

| 10.14 | * | [Form of [removed: 2018] [added: 2022] Long-Term Incentive Plan Award [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/906107/000156459018010687/eqr-ex101_301.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/906107/000156459022016816/eqr-ex101_18.htm)] | | Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, [removed: 2018.] [added: 2022.] |

| 10.26 | | [Distribution Agreement, dated May 18, 2022.](https://www.sec.gov/Archives/edgar/data/906107/000119312522153674/d341831dex11.htm) | | Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022. |

SIGNATURES

| | | Date: | | February 16, 2023 |

POWER OF ATTORNEY

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| February 16, 2023 | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

Basis for 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 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 accounts or disclosures to which it relates.

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| February 16, 2023 | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Basis for Opinion

| February 16, 2023 | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on Internal Control Over Financial Reporting

Basis for Opinion

Definition and Limitations of Internal Control Over Financial Reporting

| February 16, 2023 | | |

CONSOLIDATED BALANCE SHEETS

| Cash and cash equivalents | | | 53,869 | | | | 123,832 | |

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

| Net income | | $ | 806,995 | | | $ | 1,396,714 | | | $ | 962,501 | |

| 10.25 | | [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](http://www.sec.gov/Archives/edgar/data/906107/000119312519166735/d759345dex11.htm). | | 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. |

SIGNATURES

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

POWER OF ATTORNEY

| /s/ Raymond Bennett | | Trustee | | February 17, 2022 |

| Raymond Bennett | | | | |

| /s/ Connie K. Duckworth | | Trustee | | February 17, 2022 |

| Connie K. Duckworth | | | | |

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

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| Description of the Matter | During the year ended December 31, 2021, the Company acquired 17 consolidated apartment properties for an aggregate purchase price of $1.7 billion. The transactions were accounted for as asset acquisitions and the purchase prices were allocated based on the relative fair values of the tangible and identified intangible assets acquired and liabilities assumed. As more fully described in Note 2 to the consolidated financial statements, the estimates used in determining the relative fair values may be based on appraisals, internal analyses of recently acquired and existing comparable properties in the Company’s portfolio, other market data, and internal marketing and leasing activities. Auditing the Company’s estimate of the fair value of the acquired tangible and identified intangible assets and liabilities is complex and requires a higher degree of auditor judgment due to the judgment used by management in selecting key assumptions based on recent comparable transactions or other internal or market data, which are primarily unobservable inputs. The allocation of purchase price to the components of properties acquired could have an effect on the Company’s net income due to the varying useful lives applicable to each component and the recognition of the related depreciation or amortization expense in the Company’s consolidated statements of operations and comprehensive income. | |

| 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 process for estimating the fair value of acquired assets and liabilities and allocating purchase price to the various components, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We evaluated the use of the key assumptions in the valuation models and recalculated the model’s results. To test the fair values of acquired tangible and intangible assets and liabilities used in the purchase price allocation, we performed procedures to evaluate the valuation methods and significant assumptions used by management. We evaluated the completeness and accuracy of the underlying data supporting the determination of the various inputs. We involved our real estate valuation specialists to assist us in evaluating the Company’s methodology and assumptions, including those related to land and building values, estimated replacement costs, market rental rates and capitalization rates. | |

| February 17, 2022 | | |

| Description of the Matter | During the year ended December 31, 2021, the Operating Partnership acquired 17 consolidated apartment properties for an aggregate purchase price of $1.7 billion. The transactions were accounted for as asset acquisitions and the purchase prices were allocated based on the relative fair values of the tangible and identified intangible assets acquired and liabilities assumed. As more fully described in Note 2 to the consolidated financial statements, the estimates used in determining the relative fair values may be based on appraisals, internal analyses of recently acquired and existing comparable properties in the Operating Partnership’s portfolio, other market data, and internal marketing and leasing activities. Auditing the Operating Partnership’s estimate of the fair value of the acquired tangible and identified intangible assets and liabilities is complex and requires a higher degree of auditor judgment due to the judgment used by management in selecting key assumptions based on recent comparable transactions or other internal or market data, which are primarily unobservable inputs. The allocation of purchase price to the components of properties acquired could have an effect on the Operating Partnership’s net income due to the varying useful lives applicable to each component and the recognition of the related depreciation or amortization expense in the Operating Partnership’s consolidated statements of operations and comprehensive income. | |

| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s process for estimating the fair value of acquired assets and liabilities and allocating purchase price to the various components, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We evaluated the use of the key assumptions in the valuation models and recalculated the model’s results. To test the fair values of acquired tangible and intangible assets and liabilities used in the purchase price allocation, we performed procedures to evaluate the valuation methods and significant assumptions used by management. We evaluated the completeness and accuracy of the underlying data supporting the determination of the various inputs. We involved our real estate valuation specialists to assist us in evaluating the Operating Partnership’s methodology and assumptions, including those related to land and building values, estimated replacement costs, market rental rates and capitalization rates. | |

| Prepaid finance ground lease | | | — | | | | — | | | | (34,734 | ) |

| OPERATING PARTNERSHIP | | | | | | | | | | | | |

| 1. | Business |

| --- | --- |

| | | | 310 | | | | 80,407 | |

COVID-19 Pandemic

The Company continues to monitor and respond to the ongoing effects of the novel coronavirus (“COVID-19”) pandemic.

Its duration, severity and the extent of its adverse health impact on the general population, our residents and employees, along with the distribution, effectiveness and acceptance of vaccines and testing and pace and degree of recovery from the pandemic are among the many unknowns that have had or could continue to have a significant impact on the Company.

These, among other items, have impacted the economy, the unemployment rate and our operations and could materially affect our future consolidated results of operations, financial condition, liquidity, investments and overall performance.

leasing activities in estimating the relative fair value of the tangible and intangible assets/liabilities acquired.

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.

instrument matures.

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.

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.

If the Company’s estimates of collectibility

| Alternative minimum tax credit (benefit) (1) | | | — | | | | — | | | | (3,244 | ) |

| (1) | As provided in recent tax legislation which repealed the AMT credit on corporations, in 2019 the Company claimed/received $1.6 million of refunds of various AMT credit carryovers generated in prior tax years. The provision originally allowed for carryover amounts to be refunded over four years, with 50% available in the first year. The remaining $1.6 million was received in 2020 as noted above. |

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.

Instead of being required to assess whether an equity contract permits settlement in unregistered shares, which may require a legal analysis under the securities laws, entities will only analyze whether cash settlements are explicitly required when registered shares are unavailable.

As a result, such contracts may potentially be classified in permanent rather than mezzanine equity, which may affect the way the Company’s OP Units are presented on its financial statements.

The update is effective for the Company beginning on January 1, 2022, as the Company did not early adopt the standard as allowed on January 1, 2021.