Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

EXHIBIT INDEX

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

ExhibitDescriptionLocation
3.1Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004.Included as Exhibit 3.1 to Equity Residential’s Form 10-K for the year ended December 31, 2004.
3.2Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015.Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015.
3.3First Amendment to Eighth Amended and Restated Bylaws of Equity Residential, dated November 20, 2017.Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on November 20, 2017.
3.4Second Amendment to Eighth Amended and Restated Bylaws of Equity Residential, effective as of May 4, 2020.Included as Exhibit 3.1 to Equity Residential's Form 8-K dated May 4, 2020, filed on May 8, 2020.
3.5Seventh Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership, dated as of March 18, 2021 and effective as of January 1, 2020.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.
3.6Form of Preference Unit Term Sheet for 3.00% Series Q Cumulative Redeemable Preference Units.Included as Exhibit 3.1 to ERP Operating Limited Partnership's Form 8-K dated April 13, 2023, filed on April 19, 2023.
4.1Description of Equity Residential Common Shares Registered Under Section 12 of the Securities Exchange Act of 1934.Attached herein.
4.2Description of ERP Operating Limited Partnership Notes Registered Under Section 12 of the Securities Exchange Act of 1934.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.
4.3Description of ERP Operating Limited Partnership OP Units Registered Under Section 12 of the Securities Exchange Act of 1934.Attached herein.
4.4Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”).Included as Exhibit 4(a) to ERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994. **
4.5First Supplemental Indenture to Indenture, dated as of September 9, 2004.Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
4.6Second Supplemental Indenture to Indenture, dated as of August 23, 2006.Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
4.7Third Supplemental Indenture to Indenture, dated as of June 4, 2007.Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
4.8Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.9Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016.Included as Exhibit 4.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2015.
4.10Form of 3.375% Note due June 1, 2025.Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
4.11Terms Agreement regarding 7.57% Notes due August 15, 2026.Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996.
4.12Form of 2.850% Note due November 1, 2026.Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016.
4.13Form of 3.250% Note due August 1, 2027.Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017.
4.14Form of 3.500% Note due March 1, 2028.Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018.
4.15Form of 4.150% Note due December 1, 2028.Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018.
4.16Form of 3.000% Note due July 1, 2029.Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 17, 2019, filed on June 20, 2019.
4.17Form of 2.500% Note due February 15, 2030.Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 20, 2019, filed on August 22, 2019.
4.18Form of 1.850% Note due August 1, 2031.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.
4.19Form of 4.500% Note due July 1, 2044.Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
4.20Form of 4.500% Note due June 1, 2045.Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
4.21Form of 4.000% Note due August 1, 2047.Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017.
10.1*Noncompetition Agreement (Zell).Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158. **
10.2Revolving Credit Agreement, dated as of October 26, 2022, among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, and the financial institutions party thereto.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 26, 2022, filed on October 27, 2022.
10.3Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999.
10.4*Equity Residential 2019 Share Incentive Plan.Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 27, 2019, filed on July 1, 2019.
10.5*Equity Residential 2011 Share Incentive Plan.Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011.
10.6*First Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.7*Second Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.8*Third Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014.
10.9*Fourth Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
10.10*Fifth Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2016.
10.11*Sixth Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.18 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2016.
10.12*Seventh Amendment to 2011 Share Incentive Plan.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2017.
10.13*Form of 2022 Long-Term Incentive Plan Award Agreement.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2022.
10.14*Form of Change in Control/Severance Agreement between the Company and other executive officers.Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.15*Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009.
10.16*Form of Indemnification Agreement between the Company and each trustee and executive officer.Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003.
10.17*Form of Executive Retirement Benefits Agreement.Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006.
10.18*Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2001.
10.19*Age 62 Retirement Agreement, dated September 4, 2018, by and between Equity Residential and David J. Neithercut.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2018.
10.20*The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective April 1, 2017.Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2017.
10.21*Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of June 1, 2020.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, 2020.
10.22*Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of October 1, 2022.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, 2022.
10.23*The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005.Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008.
10.24Distribution Agreement, dated May 18, 2022.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.
10.25Form of Master Forward Sale Confirmation.Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022.
10.26Archstone Residual JV, LLC Limited Liability Company Agreement.Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.27Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.28Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.29Legacy Holdings JV, LLC Limited Liability Company Agreement.Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
21List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership.Attached herein.
23.1Consent of Ernst & Young LLP - Equity Residential.Attached herein.
23.2Consent of Ernst & Young LLP - ERP Operating Limited Partnership.Attached herein.
24Power of Attorney.See the signature page to this report.
31.1Equity Residential - Certification of Mark J. Parrell, Chief Executive Officer.Attached herein.
31.2Equity Residential - Certification of Robert A. Garechana, Chief Financial Officer.Attached herein.
31.3ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Executive Officer of Registrant's General Partner.Attached herein.
31.4ERP Operating Limited Partnership - Certification of Robert A. Garechana, Chief Financial Officer of Registrant's General Partner.Attached herein.
32.1Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company.Attached herein.
32.2Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of the Company.Attached herein.
32.3ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of Registrant's General Partner.Attached herein.
32.4ERP Operating Limited Partnership - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of Registrant's General Partner.Attached herein.
97Incentive-Based Compensation Clawback Policy.Attached herein.
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

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

SIGNAT****URES

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

EQUITY RESIDENTIAL
By:/s/ Mark J. Parrell
Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer)
Date:February 15, 2024
ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER
By:/s/ Mark J. Parrell
Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer)
Date:February 15, 2024

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

POWER OF AT****TORNEY

KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark J. Parrell, Robert A. Garechana and Ian S. Kaufman, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the company’s filing of an annual report on Form 10-K for the company’s fiscal year 2023, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a trustee or officer, or both, of the company, as indicated below opposite his or her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

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

NameTitleDate
/s/ Mark J. ParrellPresident, Chief Executive Officer and TrusteeFebruary 15, 2024
Mark J. Parrell(Principal Executive Officer)
/s/ Robert A. GarechanaExecutive Vice President and Chief Financial OfficerFebruary 15, 2024
Robert A. Garechana(Principal Financial Officer)
/s/ Ian S. KaufmanSenior Vice President and Chief Accounting OfficerFebruary 15, 2024
Ian S. Kaufman(Principal Accounting Officer)
/s/ Angela M. AmanTrusteeFebruary 15, 2024
Angela M. Aman
/s/ Linda Walker BynoeTrusteeFebruary 15, 2024
Linda Walker Bynoe
/s/ Mary Kay HabenTrusteeFebruary 15, 2024
Mary Kay Haben
/s/ T. Zia HuqueTrusteeFebruary 15, 2024
T. Zia Huque
/s/ John E. NealTrusteeFebruary 15, 2024
John E. Neal
/s/ David J. NeithercutChairman of the Board of TrusteesFebruary 15, 2024
David J. Neithercut
/s/ Mark S. ShapiroTrusteeFebruary 15, 2024
Mark S. Shapiro
/s/ Stephen E. SterrettTrusteeFebruary 15, 2024
Stephen E. Sterrett

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

PAGE
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
Report of Independent Registered Public Accounting Firm on the Financial Statements (Equity Residential)F-2 to F-3
Report of Independent Registered Public Accounting Firm on the Financial Statements (ERP Operating Limited Partnership)F-4 to F-5
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Equity Residential)F-6
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (ERP Operating Limited Partnership)F-7
Financial Statements of Equity Residential:
Consolidated Balance Sheets as of December 31, 2023 and 2022F-8
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021F-9 to F-10
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021F-11 to F14
Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021F-15 to F-16
Financial Statements of ERP Operating Limited Partnership:
Consolidated Balance Sheets as of December 31, 2023 and 2022F-17
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021F-18 to F-19
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021F-20 to F23
Consolidated Statements of Changes in Capital for the years ended December 31, 2023, 2022 and 2021F-24 to F-25
Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited PartnershipF-26 to F58
SCHEDULE FILED AS PART OF THIS REPORT
Schedule III – Real Estate and Accumulated Depreciation of Equity Residential and ERP Operating Limited PartnershipS-1 to S-12

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

REPORT OF INDEPENDENT REGIS****TERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Equity Residential

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Equity Residential (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the 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.

Impairment of Long-Lived Assets
Description of the MatterAt December 31, 2023, the Company’s net investment in real estate was approximately $18.9 billion. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, including its investment in real estate, for impairment. The judgments and assumptions regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount. Auditing the Company's process to evaluate indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate impairment was present. Changes in these judgments could have a material impact on the Company’s analysis.

F-2

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s long-lived asset impairment evaluation, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We performed audit procedures that included, among others, evaluating the judgments used by management to identify whether indicators of impairment were present and testing the significant assumptions and completeness and accuracy of market and operating data used by the Company in its analyses. We reviewed costs incurred on development properties. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of certain significant assumptions, such as market capitalization rates. We also held discussions with management and read the minutes of meetings of the Board of Trustees and related committees to understand whether there were any changes in management’s operating and development plans that would result in the disposal of a property significantly before the end of its useful life.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
We have served as the Company’s auditor since 1996.
Chicago, Illinois
February 15, 2024

F-3

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

To the Partners of ERP Operating Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

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.

Impairment of Long-Lived Assets
Description of the MatterAt December 31, 2023, the Operating Partnership’s net investment in real estate was approximately $18.9 billion. As more fully described in Note 2 to the consolidated financial statements, the Operating Partnership periodically evaluates its long-lived assets, including its investment in real estate, for impairment. The judgments and assumptions regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, the Operating Partnership’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount. Auditing the Operating Partnership's process to evaluate indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate impairment was present. Changes in these judgments could have a material impact on the Operating Partnership’s analysis.

F-4

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s long-lived asset impairment evaluation, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We performed audit procedures that included, among others, evaluating the judgments used by management to identify whether indicators of impairment were present and testing the significant assumptions and completeness and accuracy of market and operating data used by the Operating Partnership in its analyses. We reviewed costs incurred on development properties. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of certain significant assumptions, such as market capitalization rates. We also held discussions with management and read the minutes of meetings of the Board of Trustees and related committees to understand whether there were any changes in management’s operating and development plans that would result in the disposal of a property significantly before the end of its useful life.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
We have served as the Operating Partnership’s auditor since 1996.
Chicago, Illinois
February 15, 2024

F-5

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

To the Shareholders and the Board of Trustees of Equity Residential

Opinion on Internal Control Over Financial Reporting

We have audited Equity Residential’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Equity Residential (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 15, 2024

F-6

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

To the Partners of ERP Operating Limited Partnership

Opinion on Internal Control Over Financial Reporting

We have audited ERP Operating Limited Partnership’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ERP Operating Limited Partnership (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Operating Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 15, 2024

F-7

EQUITY RESIDENTIAL

CONSOLIDATED B****ALANCE SHEETS

(Amounts in thousands except for share amounts)

December 31,December 31,
20232022
ASSETS
Land$5,581,876$5,580,878
Depreciable property22,938,42622,334,369
Projects under development78,036112,940
Land held for development114,30060,567
Investment in real estate28,712,63828,088,754
Accumulated depreciation(9,810,337)(9,027,850)
Investment in real estate, net18,902,30119,060,904
Investments in unconsolidated entities282,049279,024
Cash and cash equivalents50,74353,869
Restricted deposits89,25283,303
Right-of-use assets457,266462,956
Other assets252,953278,206
Total assets$20,034,564$20,218,262
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net$1,632,902$1,953,438
Notes, net5,348,4175,342,329
Line of credit and commercial paper409,131129,955
Accounts payable and accrued expenses104,43096,028
Accrued interest payable65,71666,310
Lease liabilities311,640308,748
Other liabilities255,543306,941
Security deposits69,17868,940
Distributions payable259,231244,621
Total liabilities8,456,1888,517,310
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership289,248318,273
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value;100,000,000 shares authorized; 745,600 shares issued and outstanding as of December 31, 2023 and December 31, 202237,28037,280
Common Shares of beneficial interest, $0.01 par value;1,000,000,000 shares authorized; 379,291,417 shares issued and outstanding as of December 31, 2023 and 378,429,708 shares issued and outstanding as of December 31, 20223,7933,784
Paid in capital9,601,8669,476,085
Retained earnings1,437,1851,658,837
Accumulated other comprehensive income (loss)5,704(2,547)
Total shareholders’ equity11,085,82811,173,439
Noncontrolling Interests:
Operating Partnership202,306209,961
Partially Owned Properties994(721)
Total Noncontrolling Interests203,300209,240
Total equity11,289,12811,382,679
Total liabilities and equity$20,034,564$20,218,262

See accompanying notes

F-8

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS O****F OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

Year Ended December 31,
202320222021
REVENUES
Rental income$2,873,964$2,735,180$2,463,997
EXPENSES
Property and maintenance514,575483,865453,532
Real estate taxes and insurance412,114388,412397,105
Property management119,804110,30498,155
General and administrative60,71658,71056,506
Depreciation888,709882,168838,272
Total expenses1,995,9181,923,4591,843,570
Net gain (loss) on sales of real estate properties282,539304,3251,072,183
Impairment——(16,769)
Operating income1,160,5851,116,0461,675,841
Interest and other income22,3452,19325,666
Other expenses(29,419)(13,664)(19,275)
Interest:
Expense incurred, net(269,556)(282,920)(272,473)
Amortization of deferred financing costs(8,941)(8,729)(8,737)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels875,014812,9261,401,022
Income and other tax (expense) benefit(1,148)(900)(915)
Income (loss) from investments in unconsolidated entities(5,378)(5,031)(3,398)
Net gain (loss) on sales of land parcels——5
Net income868,488806,9951,396,714
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership(26,710)(26,310)(45,900)
Partially Owned Properties(6,340)(3,774)(17,964)
Net income attributable to controlling interests835,438776,9111,332,850
Preferred distributions(3,090)(3,090)(3,090)
Net income available to Common Shares$832,348$773,821$1,329,760
Earnings per share – basic:
Net income available to Common Shares$2.20$2.06$3.56
Weighted average Common Shares outstanding378,773376,209373,833
Earnings per share – diluted:
Net income available to Common Shares$2.20$2.05$3.54
Weighted average Common Shares outstanding390,897389,450388,089

See accompanying notes

F-9

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPR****EHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

Year Ended December 31,
202320222021
Comprehensive income:
Net income$868,488$806,995$1,396,714
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year4,51420,654—
Losses reclassified into earnings from other comprehensive income3,73711,0719,394
Other comprehensive income (loss)8,25131,7259,394
Comprehensive income876,739838,7201,406,108
Comprehensive (income) attributable to Noncontrolling Interests(33,307)(31,132)(64,183)
Comprehensive income attributable to controlling interests$843,432$807,588$1,341,925

See accompanying notes

F-10

EQUITY RESIDENTIAL

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

(Amounts in thousands)

Year Ended December 31,
202320222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$868,488$806,995$1,396,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation888,709882,168838,272
Amortization of deferred financing costs8,9418,7298,737
Amortization of above/below market lease intangibles——(154)
Amortization of discounts and premiums on debt4,0915,0045,302
Amortization of deferred settlements on derivative instruments3,72511,0599,382
Amortization of right-of-use assets12,79512,15713,266
Impairment——16,769
Write-off of pursuit costs3,6474,7806,526
(Income) loss from investments in unconsolidated entities5,3785,0313,398
Distributions from unconsolidated entities – return on capital55939856
Net (gain) loss on sales of real estate properties(282,539)(304,325)(1,072,183)
Net (gain) loss on sales of land parcels——(5)
Realized (gain) loss on investment securities(1,504)(2,061)(23,432)
Unrealized (gain) loss on investment securities(13,466)——
Compensation paid with Company Common Shares31,81529,51327,810
Changes in assets and liabilities:
(Increase) decrease in other assets(10,203)10,8935,906
Increase (decrease) in accounts payable and accrued expenses8,911(266)15,381
Increase (decrease) in accrued interest payable(594)(3,200)3,614
Increase (decrease) in lease liabilities(1,551)(1,524)(5,122)
Increase (decrease) in other liabilities5,358(13,394)4,286
Increase (decrease) in security deposits2382,7995,661
Net cash provided by operating activities1,532,7981,454,7561,260,184
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions(324,497)(113,046)(1,712,131)
Investment in real estate – development/other(78,197)(109,345)(206,421)
Capital expenditures to real estate(319,342)(221,086)(151,019)
Non-real estate capital additions(1,851)(4,050)(1,696)
Interest capitalized for real estate and unconsolidated entities under development(12,347)(7,105)(15,932)
Proceeds from disposition of real estate, net374,018720,3021,707,747
Investments in unconsolidated entities – acquisitions(2,800)(49,855)(48,534)
Investments in unconsolidated entities – development/other(47,180)(109,846)(31,257)
Distributions from unconsolidated entities – return of capital423001,516
Purchase of investment securities and other investments(2,500)(2,061)(168,291)
Proceeds from sale of investment securities3,0423,584191,398
Consolidation of previously unconsolidated entities2,108——
Net cash provided by (used for) investing activities(409,504)107,792(434,620)

See accompanying notes

F-11

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs$(4,106)$(9,894)$(6,446)
Mortgage notes payable, net:
Proceeds572,89648,05458,428
Lump sum payoffs(932,598)(286,461)(156,815)
Scheduled principal repayments(3,354)(3,392)(7,465)
Notes, net:
Proceeds——497,470
Lump sum payoffs—(500,000)—
Line of credit and commercial paper:
Line of credit proceeds——10,000
Line of credit repayments——(10,000)
Commercial paper proceeds6,124,0686,036,0837,590,200
Commercial paper repayments(5,844,892)(6,221,158)(7,690,000)
Proceeds from (payments on) settlement of derivative instruments25,169——
Finance ground lease principal payments(2,662)(2,463)(365)
Proceeds from sale of Common Shares—139,623—
Proceeds from Employee Share Purchase Plan (ESPP)3,5174,1784,265
Proceeds from exercise of options23,63225,06985,445
Common Shares repurchased and retired(49,105)——
Payment of offering costs—(783)(428)
Other financing activities, net(75)(63)(63)
Acquisition of Noncontrolling Interests – Partially Owned Properties(3,737)(32,178)—
Contributions – Noncontrolling Interests – Partially Owned Properties96031,394
Contributions – Noncontrolling Interests – Operating Partnership11—
Distributions:
Common Shares(990,148)(931,783)(900,468)
Preferred Shares(3,090)(2,318)(3,090)
Noncontrolling Interests – Operating Partnership(30,253)(30,324)(31,316)
Noncontrolling Interests – Partially Owned Properties(5,743)(18,406)(5,802)
Net cash provided by (used for) financing activities(1,120,471)(1,785,612)(565,056)
Net increase (decrease) in cash and cash equivalents and restricted deposits2,823(223,064)260,508
Cash and cash equivalents and restricted deposits, beginning of year137,172360,23699,728
Cash and cash equivalents and restricted deposits, end of year$139,995$137,172$360,236
Cash and cash equivalents and restricted deposits, end of year
Cash and cash equivalents$50,743$53,869$123,832
Restricted deposits89,25283,303236,404
Total cash and cash equivalents and restricted deposits, end of year$139,995$137,172$360,236

See accompanying notes

F-12

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized$248,990$267,612$252,838
Net cash paid (received) for income and other taxes$1,091$748$1,179
Real estate acquisitions/dispositions/other:
Mortgage loans assumed$42,256$—$—
Amortization of deferred financing costs:
Investment in real estate, net$(211)$(506)$(353)
Other assets$2,785$2,768$2,338
Mortgage notes payable, net$2,527$2,080$2,743
Notes, net$3,840$4,387$4,009
Amortization of discounts and premiums on debt:
Mortgage notes payable, net$1,843$2,184$2,764
Notes, net$2,248$2,820$2,538
Amortization of deferred settlements on derivative instruments:
Other liabilities$(12)$(12)$(12)
Accumulated other comprehensive income$3,737$11,071$9,394
Write-off of pursuit costs:
Investment in real estate, net$527$1,150$5,918
Investments in unconsolidated entities$2,186$2,898$—
Other assets$934$732$582
Accounts payable and accrued expenses$—$—$26
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities$4,132$3,778$2,122
Other liabilities$1,246$1,253$1,276
Realized/unrealized (gain) loss on derivative instruments:
Other assets$(3,749)$(21,865)$—
Other liabilities$(765)$1,211$—
Accumulated other comprehensive income$4,514$20,654$—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net$(4,010)$(2,365)$(15,318)
Investments in unconsolidated entities$(8,337)$(4,740)$(614)
Investments in unconsolidated entities – development/other:
Investment in real estate, net$—$—$1,395
Investments in unconsolidated entities$(45,770)$(108,556)$(30,642)
Other liabilities$(1,410)$(1,290)$(2,010)
Consolidation of previously unconsolidated entities:
Investment in real estate, net$(50,315)$—$—
Investments in unconsolidated entities$46,327$—$—
Accounts payable and accrued expenses$75$—$—
Other liabilities$2,000$—$—
Noncontrolling Interests – Partially Owned Properties$4,021$—$—
Debt financing costs:
Other assets$—$(9,566)$229
Mortgage notes payable, net$(4,106)$(228)$(2,344)
Notes, net$—$(100)$(4,331)
Proceeds from (payments on) settlement of derivative instruments:
Other assets$25,613$—$—
Other liabilities$(444)$—$—

See accompanying notes

F-13

EQUITY RESIDENT****IAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets$(7,105)$(400)$11,308
Lease liabilities$7,105$400$(11,308)
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities$636$4,201$1,430
Other assets$(636)$(4,201)$(1,430)

See accompanying notes

F-14

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

Year Ended December 31,
202320222021
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of year$37,280$37,280$37,280
Balance, end of year$37,280$37,280$37,280
**COMMON SHARES, $**0.01 PAR VALUE
Balance, beginning of year$3,784$3,755$3,723
Conversion of OP Units into Common Shares10413
Issuance of Common Shares—17—
Exercise of share options5517
Employee Share Purchase Plan (ESPP)111
Common Shares repurchased and retired(9)——
Share-based employee compensation expense:
Restricted shares221
Balance, end of year$3,793$3,784$3,755
PAID IN CAPITAL
Balance, beginning of year$9,476,085$9,121,122$9,128,599
Common Share Issuance:
Conversion of OP Units into Common Shares23,93811,91974,050
Issuance of Common Shares—139,606—
Exercise of share options23,62725,06485,428
Employee Share Purchase Plan (ESPP)3,5164,1774,264
Share-based employee compensation expense:
Restricted shares12,48411,5938,388
Share options4,6282,3213,101
ESPP discount644796991
Offering costs—(783)(428)
Supplemental Executive Retirement Plan (SERP)32,078(269)(1,335)
Acquisition of Noncontrolling Interests – Partially Owned Properties(900)(27,383)—
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership7,667176,490(158,598)
Adjustment for Noncontrolling Interests ownership in Operating Partnership18,09911,432(23,338)
Balance, end of year$9,601,866$9,476,085$9,121,122
RETAINED EARNINGS
Balance, beginning of year$1,658,837$1,827,063$1,399,715
Net income attributable to controlling interests835,438776,9111,332,850
Common Share distributions(1,004,904)(942,047)(902,412)
Preferred Share distributions(3,090)(3,090)(3,090)
Common Shares repurchased and retired(49,096)——
Balance, end of year$1,437,185$1,658,837$1,827,063
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of year$(2,547)$(34,272)$(43,666)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year4,51420,654—
Losses reclassified into earnings from other comprehensive income3,73711,0719,394
Balance, end of year$5,704$(2,547)$(34,272)
DISTRIBUTIONS
Distributions declared per Common Share outstanding$2.65$2.50$2.41

See accompanying notes

F-15

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

Year Ended December 31,
202320222021
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of year$209,961$214,094$233,162
Issuance of restricted units to Noncontrolling Interests11—
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner(23,948)(11,923)(74,063)
Equity compensation associated with Noncontrolling Interests16,43019,10417,797
Net income attributable to Noncontrolling Interests26,71026,31045,900
Distributions to Noncontrolling Interests(30,107)(30,407)(30,612)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership21,3584,214(1,428)
Adjustment for Noncontrolling Interests ownership in Operating Partnership(18,099)(11,432)23,338
Balance, end of year$202,306$209,961$214,094
PARTIALLY OWNED PROPERTIES
Balance, beginning of year$(721)$18,166$4,673
Net income attributable to Noncontrolling Interests6,3403,77417,964
Contributions by Noncontrolling Interests96031,394
Distributions to Noncontrolling Interests(5,818)(18,469)(5,865)
Acquisition of Noncontrolling Interests – Partially Owned Properties(2,837)(4,795)—
Consolidation of previously unconsolidated entities4,021——
Balance, end of year$994$(721)$18,166

See accompanying notes

F-16

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

December 31,December 31,
20232022
ASSETS
Land$5,581,876$5,580,878
Depreciable property22,938,42622,334,369
Projects under development78,036112,940
Land held for development114,30060,567
Investment in real estate28,712,63828,088,754
Accumulated depreciation(9,810,337)(9,027,850)
Investment in real estate, net18,902,30119,060,904
Investments in unconsolidated entities282,049279,024
Cash and cash equivalents50,74353,869
Restricted deposits89,25283,303
Right-of-use assets457,266462,956
Other assets252,953278,206
Total assets$20,034,564$20,218,262
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net$1,632,902$1,953,438
Notes, net5,348,4175,342,329
Line of credit and commercial paper409,131129,955
Accounts payable and accrued expenses104,43096,028
Accrued interest payable65,71666,310
Lease liabilities311,640308,748
Other liabilities255,543306,941
Security deposits69,17868,940
Distributions payable259,231244,621
Total liabilities8,456,1888,517,310
Commitments and contingencies
Redeemable Limited Partners289,248318,273
Capital:
Partners’ Capital:
Preference Units37,28037,280
General Partner11,042,84411,138,706
Limited Partners202,306209,961
Accumulated other comprehensive income (loss)5,704(2,547)
Total partners’ capital11,288,13411,383,400
Noncontrolling Interests – Partially Owned Properties994(721)
Total capital11,289,12811,382,679
Total liabilities and capital$20,034,564$20,218,262

See accompanying notes

F-17

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERA****TIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

Year Ended December 31,
202320222021
REVENUES
Rental income$2,873,964$2,735,180$2,463,997
EXPENSES
Property and maintenance514,575483,865453,532
Real estate taxes and insurance412,114388,412397,105
Property management119,804110,30498,155
General and administrative60,71658,71056,506
Depreciation888,709882,168838,272
Total expenses1,995,9181,923,4591,843,570
Net gain (loss) on sales of real estate properties282,539304,3251,072,183
Impairment——(16,769)
Operating income1,160,5851,116,0461,675,841
Interest and other income22,3452,19325,666
Other expenses(29,419)(13,664)(19,275)
Interest:
Expense incurred, net(269,556)(282,920)(272,473)
Amortization of deferred financing costs(8,941)(8,729)(8,737)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels875,014812,9261,401,022
Income and other tax (expense) benefit(1,148)(900)(915)
Income (loss) from investments in unconsolidated entities(5,378)(5,031)(3,398)
Net gain (loss) on sales of land parcels——5
Net income868,488806,9951,396,714
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties(6,340)(3,774)(17,964)
Net income attributable to controlling interests$862,148$803,221$1,378,750
ALLOCATION OF NET INCOME:
Preference Units$3,090$3,090$3,090
General Partner$832,348$773,821$1,329,760
Limited Partners26,71026,31045,900
Net income available to Units$859,058$800,131$1,375,660
Earnings per Unit – basic:
Net income available to Units$2.20$2.06$3.56
Weighted average Units outstanding389,954388,045386,096
Earnings per Unit – diluted:
Net income available to Units$2.20$2.05$3.54
Weighted average Units outstanding390,897389,450388,089

See accompanying notes

F-18

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

Year Ended December 31,
202320222021
Comprehensive income:
Net income$868,488$806,995$1,396,714
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year4,51420,654—
Losses reclassified into earnings from other comprehensive income3,73711,0719,394
Other comprehensive income (loss)8,25131,7259,394
Comprehensive income876,739838,7201,406,108
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties(6,340)(3,774)(17,964)
Comprehensive income attributable to controlling interests$870,399$834,946$1,388,144

See accompanying notes

F-19

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

(Amounts in thousands)

Year Ended December 31,
202320222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$868,488$806,995$1,396,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation888,709882,168838,272
Amortization of deferred financing costs8,9418,7298,737
Amortization of above/below market lease intangibles——(154)
Amortization of discounts and premiums on debt4,0915,0045,302
Amortization of deferred settlements on derivative instruments3,72511,0599,382
Amortization of right-of-use assets12,79512,15713,266
Impairment——16,769
Write-off of pursuit costs3,6474,7806,526
(Income) loss from investments in unconsolidated entities5,3785,0313,398
Distributions from unconsolidated entities – return on capital55939856
Net (gain) loss on sales of real estate properties(282,539)(304,325)(1,072,183)
Net (gain) loss on sales of land parcels——(5)
Realized (gain) loss on investment securities(1,504)(2,061)(23,432)
Unrealized (gain) loss on investment securities(13,466)——
Compensation paid with Company Common Shares31,81529,51327,810
Changes in assets and liabilities:
(Increase) decrease in other assets(10,203)10,8935,906
Increase (decrease) in accounts payable and accrued expenses8,911(266)15,381
Increase (decrease) in accrued interest payable(594)(3,200)3,614
Increase (decrease) in lease liabilities(1,551)(1,524)(5,122)
Increase (decrease) in other liabilities5,358(13,394)4,286
Increase (decrease) in security deposits2382,7995,661
Net cash provided by operating activities1,532,7981,454,7561,260,184
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions(324,497)(113,046)(1,712,131)
Investment in real estate – development/other(78,197)(109,345)(206,421)
Capital expenditures to real estate(319,342)(221,086)(151,019)
Non-real estate capital additions(1,851)(4,050)(1,696)
Interest capitalized for real estate and unconsolidated entities under development(12,347)(7,105)(15,932)
Proceeds from disposition of real estate, net374,018720,3021,707,747
Investments in unconsolidated entities – acquisitions(2,800)(49,855)(48,534)
Investments in unconsolidated entities – development/other(47,180)(109,846)(31,257)
Distributions from unconsolidated entities – return of capital423001,516
Purchase of investment securities and other investments(2,500)(2,061)(168,291)
Proceeds from sale of investment securities3,0423,584191,398
Consolidation of previously unconsolidated entities2,108——
Net cash provided by (used for) investing activities(409,504)107,792(434,620)

See accompanying notes

F-20

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs$(4,106)$(9,894)$(6,446)
Mortgage notes payable, net:
Proceeds572,89648,05458,428
Lump sum payoffs(932,598)(286,461)(156,815)
Scheduled principal repayments(3,354)(3,392)(7,465)
Notes, net:
Proceeds——497,470
Lump sum payoffs—(500,000)—
Line of credit and commercial paper:
Line of credit proceeds——10,000
Line of credit repayments——(10,000)
Commercial paper proceeds6,124,0686,036,0837,590,200
Commercial paper repayments(5,844,892)(6,221,158)(7,690,000)
Proceeds from (payments on) settlement of derivative instruments25,169——
Finance ground lease principal payments(2,662)(2,463)(365)
Proceeds from sale of OP Units—139,623—
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)3,5174,1784,265
Proceeds from exercise of EQR options23,63225,06985,445
OP Units repurchased and retired(49,105)——
Payment of offering costs—(783)(428)
Other financing activities, net(75)(63)(63)
Acquisition of Noncontrolling Interests – Partially Owned Properties(3,737)(32,178)—
Contributions – Noncontrolling Interests – Partially Owned Properties96031,394
Contributions – Limited Partners11—
Distributions:
OP Units – General Partner(990,148)(931,783)(900,468)
Preference Units(3,090)(2,318)(3,090)
OP Units – Limited Partners(30,253)(30,324)(31,316)
Noncontrolling Interests – Partially Owned Properties(5,743)(18,406)(5,802)
Net cash provided by (used for) financing activities(1,120,471)(1,785,612)(565,056)
Net increase (decrease) in cash and cash equivalents and restricted deposits2,823(223,064)260,508
Cash and cash equivalents and restricted deposits, beginning of year137,172360,23699,728
Cash and cash equivalents and restricted deposits, end of year$139,995$137,172$360,236
Cash and cash equivalents and restricted deposits, end of year
Cash and cash equivalents$50,743$53,869$123,832
Restricted deposits89,25283,303236,404
Total cash and cash equivalents and restricted deposits, end of year$139,995$137,172$360,236

See accompanying notes

F-21

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized$248,990$267,612$252,838
Net cash paid (received) for income and other taxes$1,091$748$1,179
Real estate acquisitions/dispositions/other:
Mortgage loans assumed$42,256$—$—
Amortization of deferred financing costs:
Investment in real estate, net$(211)$(506)$(353)
Other assets$2,785$2,768$2,338
Mortgage notes payable, net$2,527$2,080$2,743
Notes, net$3,840$4,387$4,009
Amortization of discounts and premiums on debt:
Mortgage notes payable, net$1,843$2,184$2,764
Notes, net$2,248$2,820$2,538
Amortization of deferred settlements on derivative instruments:
Other liabilities$(12)$(12)$(12)
Accumulated other comprehensive income$3,737$11,071$9,394
Write-off of pursuit costs:
Investment in real estate, net$527$1,150$5,918
Investments in unconsolidated entities$2,186$2,898$—
Other assets$934$732$582
Accounts payable and accrued expenses$—$—$26
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities$4,132$3,778$2,122
Other liabilities$1,246$1,253$1,276
Realized/unrealized (gain) loss on derivative instruments:
Other assets$(3,749)$(21,865)$—
Other liabilities$(765)$1,211$—
Accumulated other comprehensive income$4,514$20,654$—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net$(4,010)$(2,365)$(15,318)
Investments in unconsolidated entities$(8,337)$(4,740)$(614)
Investments in unconsolidated entities – development/other:
Investment in real estate, net$—$—$1,395
Investments in unconsolidated entities$(45,770)$(108,556)$(30,642)
Other liabilities$(1,410)$(1,290)$(2,010)
Consolidation of previously unconsolidated entities:
Investment in real estate, net$(50,315)$—$—
Investments in unconsolidated entities$46,327$—$—
Accounts payable and accrued expenses$75$—$—
Other liabilities$2,000$—$—
Noncontrolling Interests – Partially Owned Properties$4,021$—$—
Debt financing costs:
Other assets$—$(9,566)$229
Mortgage notes payable, net$(4,106)$(228)$(2,344)
Notes, net$—$(100)$(4,331)
Proceeds from (payments on) settlement of derivative instruments:
Other assets$25,613$—$—
Other liabilities$(444)$—$—

See accompanying notes

F-22

ERP OPERATING LIMIT****ED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

Year Ended December 31,
202320222021
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets$(7,105)$(400)$11,308
Lease liabilities$7,105$400$(11,308)
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities$636$4,201$1,430
Other assets$(636)$(4,201)$(1,430)

See accompanying notes

F-23

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

Year Ended December 31,
202320222021
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of year$37,280$37,280$37,280
Balance, end of year$37,280$37,280$37,280
GENERAL PARTNER
Balance, beginning of year$11,138,706$10,951,940$10,532,037
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner23,94811,92374,063
Issuance of OP Units—139,623—
Exercise of EQR share options23,63225,06985,445
EQR’s Employee Share Purchase Plan (ESPP)3,5174,1784,265
Share-based employee compensation expense:
EQR restricted shares12,48611,5958,389
EQR share options4,6282,3213,101
EQR ESPP discount644796991
OP Units repurchased and retired(49,105)——
Net income available to Units – General Partner832,348773,8211,329,760
OP Units – General Partner distributions(1,004,904)(942,047)(902,412)
Offering costs—(783)(428)
Supplemental Executive Retirement Plan (SERP)32,078(269)(1,335)
Acquisition of Noncontrolling Interests – Partially Owned Properties(900)(27,383)—
Change in market value of Redeemable Limited Partners7,667176,490(158,598)
Adjustment for Limited Partners ownership in Operating Partnership18,09911,432(23,338)
Balance, end of year$11,042,844$11,138,706$10,951,940
LIMITED PARTNERS
Balance, beginning of year$209,961$214,094$233,162
Issuance of restricted units to Limited Partners11—
Conversion of OP Units held by Limited Partners into OP Units held by General Partner(23,948)(11,923)(74,063)
Equity compensation associated with Units – Limited Partners16,43019,10417,797
Net income available to Units – Limited Partners26,71026,31045,900
Units – Limited Partners distributions(30,107)(30,407)(30,612)
Change in carrying value of Redeemable Limited Partners21,3584,214(1,428)
Adjustment for Limited Partners ownership in Operating Partnership(18,099)(11,432)23,338
Balance, end of year$202,306$209,961$214,094
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of year$(2,547)$(34,272)$(43,666)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the year4,51420,654—
Losses reclassified into earnings from other comprehensive income3,73711,0719,394
Balance, end of year$5,704$(2,547)$(34,272)
DISTRIBUTIONS
Distributions declared per Unit outstanding$2.65$2.50$2.41

See accompanying notes

F-24

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHA****NGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

Year Ended December 31,
202320222021
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year$(721)$18,166$4,673
Net income attributable to Noncontrolling Interests6,3403,77417,964
Contributions by Noncontrolling Interests96031,394
Distributions to Noncontrolling Interests(5,818)(18,469)(5,865)
Acquisition of Noncontrolling Interests – Partially Owned Properties(2,837)(4,795)—
Consolidation of previously unconsolidated entities4,021——
Balance, end of year$994$(721)$18,166

See accompanying notes

F-25

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Bus****iness

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

EQR is the general partner of, and as of December 31, 2023 owned an approximate 97.0% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of December 31, 2023, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 302 properties located in 10 states and the District of Columbia consisting of 80,191 apartment units. The ownership breakdown includes (table does not include any uncompleted development properties):

PropertiesApartment Units
Wholly Owned Properties28877,131
Partially Owned Properties – Consolidated143,060
30280,191

2.

Summary of Significant Accounting Policies

Basis of Presentation

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

Real Estate Assets and Depreciation of Investment in Real Estate

The Company expects that substantially all of its acquisitions will be accounted for as asset acquisitions. In an asset acquisition, the Company is required to capitalize transaction costs and allocate the purchase price on a relative fair value basis (including any identified intangible assets). For the years ended December 31, 2023 and 2022, all acquisitions were considered asset acquisitions.

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

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

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

F-26

Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease.

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

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

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

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

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

Impairment of Long-Lived Assets

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

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

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

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

See Note 4 for further discussion of the Company’s impairment charge on a land parcel in 2021.

Impairment of Investments in Unconsolidated Entities and Other Investments

At least quarterly, the Company evaluates its investments in unconsolidated entities and other investments for indicators of other than temporary impairment, considering whether there has been a change to events or circumstances that would impact recoverability of the Company’s investment as well as any changes with regards to the Company's intent and ability to hold the investment to recover its carrying value.

Cost Capitalization

See the Real Estate Assets and Depreciation of Investment in Real Estate section for a discussion of the Company’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. For all development, capital and renovation projects,

F-27

the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance, as well as payroll for those individuals directly responsible for and who spend their time on the execution and supervision of development activities. Additionally, the Company capitalizes payroll for those individuals directly responsible for and who spend their time on the execution and supervision of major capital and/or renovation projects. Capitalization ends when the asset, or a portion of the asset, is substantially completed and ready for its intended use. These costs are reflected on the balance sheets as increases to depreciable property and/or construction-in-progress.

During the years ended December 31, 2023 and 2022, the Company capitalized $15.4 million and $15.6 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of development activities as well as major capital and/or renovation projects.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

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

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

The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. In addition, fair value adjustments will affect either shareholders’ equity/partners’ capital or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period. The Company does not use derivatives for trading or speculative purposes. See Note 10 for additional derivatives discussion.

Leases and Revenue Recognition

Rental income attributable to residential leases is recorded on a straight-line basis over the term of the lease when reasonably assured they are collectible, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned. Residential apartment leases may include lease income related to such items as utility recoveries, parking rent, storage rent and pet rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis.

Rental income attributable to non-residential leases is also recorded on a straight-line basis over the term of the lease when reasonably assured they are collectible. Non-residential leases may include lease income related to such items as utility recoveries, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. Non-residential leases generally have five to ten year lease terms with market-based renewal options and consist of ground floor retail spaces and master-leased parking garages that serve as additional amenities for our residents.

F-28

The majority of the Company’s revenue is derived from residential, non-residential and other lease income. Our revenue streams have the same timing and pattern of revenue recognition across our reportable segments, with consistent allocations between the lease and revenue recognition standards. The Company elected an accounting policy to account for both its lease and non-lease components (specifically common area maintenance charges) as a single lease component under the lease standard.

The Company is a lessor for its residential and non-residential leases and is a lessee for its corporate headquarters and regional offices and ground leases for land underlying current operating properties or projects under development. If applicable, lease agreements must be evaluated to determine the accounting treatment as a finance or operating lease in accordance with the lease standard.

The lease standard also requires lessees to recognize on the balance sheet: (a) a liability for the lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term); and (b) an asset for its right to use the underlying asset (initially equal to the lease liability). The Company uses estimates and judgments on the discount rate used to calculate the present value of the future lease payments. The Company uses its incremental borrowing rate as the discount rate because the Company typically cannot readily determine the rate implicit in the lease. Since the Company’s credit backs the corporate office lease obligations and the lease terms are generally ten years or less, the discount rate range was estimated by using the Company’s borrowing rates for actual pricing data. The discount rate range for ground leases takes into account various factors, including the longer life of the ground leases, and was estimated by using the Company’s borrowing rates for actual pricing data through 30 years and other long-term market rates.

The Company’s income streams that are not accounted for under the lease standard include:

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

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

Fee and asset management revenue and interest income – The Company’s fee and asset management revenue and interest income are recorded on an accrual basis.

Gains or losses on sales of real estate properties – The Company accounts for the sale of real estate properties and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions. The Company recognizes the sale and associated gain or loss from the disposition when control transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Company.

See Note 8 for the Company’s rental income detail allocated between the lease and revenue recognition standards.

The Company’s allowance for doubtful accounts (which offsets accounts receivable and is included within other assets on the consolidated balance sheets) and bad debts (which reduce rental income on the consolidated statements of operations and comprehensive income) have historically been very modest, particularly in our residential business, given the quality of our resident base and asset class. However, due to the impact of the novel coronavirus (“COVID-19”) pandemic and extended eviction moratoriums enacted during the pandemic, the allowance for doubtful accounts and bad debts were elevated in 2021, 2022 and 2023, though gradually declined throughout 2023. In accordance with the lease standard, if we determine the lease payments are not probable of collection (based on known troubled accounts, rent deferral plans granted, historical experience and other currently available evidence), we fully reserve for any unpaid amounts, deferred rent receivable, variable lease payments and straight-line receivable balances and recognize rental income only if cash is received. If we later determine that these lease payments are probable of collection (based on sustained clean payment history, no deferral plans granted and other currently available evidence), we will no longer fully reserve for the respective current receivable balances, we will reinstate the straight-line balances for the respective leases and we will no longer recognize rental income only if cash is received. If the Company’s estimates of collectibility differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. See Note 8 for additional details.

Share-Based Compensation

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

Income and Other Taxes

EQR has elected to be taxed as a REIT. This, along with the nature of the operations of its operating properties, resulted in no provision for federal income taxes at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners

F-29

recognize their allocable share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected taxable REIT subsidiary status for certain of its corporate subsidiaries and, as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

The Company’s provision for income and other tax expense (benefit) was as follows for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Year Ended December 31,
202320222021
State and local income, franchise and excise tax (benefit)$1,148$900$915
Income and other tax expense (benefit) (1)$1,148$900$915

(1)

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

During the years ended December 31, 2023, 2022 and 2021, the tax character of the Company’s dividends and distributions were as follows:

Year Ended December 31,
2023 (1)2022 (2)2021 (3)
Tax character of dividends and distributions:
Ordinary dividends$1.85676$1.75466$1.40791
Long-term capital gain0.578570.428500.73687
Unrecaptured section 1250 gain0.177170.294340.26522
Dividends and distributions per
Common Share/Unit outstanding$2.61250$2.47750$2.41000

(1)

The Company’s fourth quarter 2023 dividends and distributions of $0.6625 per Common Share/Unit outstanding will be included as taxable income in calendar year 2024.

(2)

The Company’s fourth quarter 2022 dividends and distributions of $0.625 per Common Share/Unit outstanding was included as taxable income in calendar year 2023.

(3)

The Company’s fourth quarter 2021 dividends and distributions of $0.6025 per Common Share/Unit outstanding was included as taxable income in calendar year 2022.

The Company issued Internal Revenue Service (“IRS”) Form 1099-DIV to shareholders to report the tax character of Company distributions consistent with these amounts. The Company provides additional information to assist shareholders in the preparation of their tax returns. For 2023, the Company reported an Alternative Minimum Tax ("AMT") preference adjustment equal to $0.01 per share and disclosed amounts defined under Treasury Regulation §1.1061-6(c) as “One Year Amounts Disclosure” and “Three Year Amounts Disclosure” equal to $0.04101 per share and $0.04071 per share, respectively.

F-30

Principles of Consolidation

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

Investments in Unconsolidated Entities

The Company accounts for investments in unconsolidated entities under the equity method of accounting and measures the investments initially at cost. The Company subsequently adjusts the carrying amount by additional cash and non-cash contributions and distributions and its proportionate share of the earnings and losses of such entities. The proportionate share of the earnings and losses are also recognized in the consolidated statements of operations and comprehensive income. In addition, we may earn fees for providing property management services or construction oversight.

Noncontrolling Interests

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

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

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

Partners’ Capital

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

Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners

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

F-31

Use of Estimates

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

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued an amendment to the income tax standards which requires disclosure enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The new standard will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of adopting the standard on its consolidated results of operations and financial position.

In November 2023, the FASB issued an amendment to the segment reporting standards which requires disclosure for each reportable segment, on an interim and annual basis, the significant expense categories and amounts that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. Additionally, it requires a disclosure of the title and position of the individual or the name of the group or committee identified as the chief operating decision maker. The new standard will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025 on a retrospective basis. The Company is currently evaluating the impact of adopting the standard on its consolidated results of operations and financial position.

In August 2020, the FASB issued an amendment to the debt and equity financial instruments standards which simplifies the accounting for convertible instruments and accounting for contracts in an entity’s own equity. The Company adopted the standard when effective on January 1, 2022 and it had no impact on its consolidated results of operations and financial position.

In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. The new standard was effective for the Company upon issuance and elections could be made through December 31, 2024. The Company elected to apply the hedge accounting expedients and application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Other

The Company is the controlling partner in various consolidated partnerships owning 14 properties consisting of 3,060 apartment units having a noncontrolling interest balance of $1.0 million at December 31, 2023. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning two properties having a noncontrolling interest deficit balance of $3.5 million. These two partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of December 31, 2023, the Company estimates the value of Noncontrolling Interest distributions for these two properties would have been approximately $49.1 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third-party consideration realized by the partnerships upon disposition of the two Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on December 31, 2023 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

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3.

Equity, Capital and Other Interests

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

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the years ended December 31, 2023, 2022 and 2021:

202320222021
Common Shares
Common Shares outstanding at January 1,378,429,708375,527,195372,302,000
Common Shares Issued:
Conversion of OP Units1,013,795452,5321,354,208
Issuance of Common Shares—1,740,550—
Exercise of share options495,690468,0211,710,692
Employee Share Purchase Plan (ESPP)68,13666,83570,702
Restricted share grants, net148,474174,57589,593
Common Shares Other:
Repurchased and retired(864,386)——
Common Shares outstanding at December 31,379,291,417378,429,708375,527,195
Units
Units outstanding at January 1,12,429,73712,659,02713,858,073
Restricted unit grants, net165,364223,242155,162
Conversion of OP Units to Common Shares(1,013,795)(452,532)(1,354,208)
Units outstanding at December 31,11,581,30612,429,73712,659,027
Total Common Shares and Units outstanding at December 31,390,872,723390,859,445388,186,222
Units Ownership Interest in Operating Partnership3.0%3.2%3.3%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the years ended December 31, 2023, 2022 and 2021:

202320222021
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,390,859,445388,186,222386,160,073
Issued to General Partner:
Issuance of OP Units—1,740,550—
Exercise of EQR share options495,690468,0211,710,692
EQR’s Employee Share Purchase Plan (ESPP)68,13666,83570,702
EQR’s restricted share grants, net148,474174,57589,593
Issued to Limited Partners:
Restricted unit grants, net165,364223,242155,162
General Partner Other:
OP Units repurchased and retired(864,386)——
General and Limited Partner Units outstanding at December 31,390,872,723390,859,445388,186,222
Limited Partner Units
Limited Partner Units outstanding at January 1,12,429,73712,659,02713,858,073
Limited Partner restricted unit grants, net165,364223,242155,162
Conversion of Limited Partner OP Units to EQR Common Shares(1,013,795)(452,532)(1,354,208)
Limited Partner Units outstanding at December 31,11,581,30612,429,73712,659,027
Limited Partner Units Ownership Interest in Operating Partnership3.0%3.2%3.3%

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

F-33

of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total plus the total number of Common Shares/General Partner Units. Net income is allocated to the Noncontrolling Interests – Operating Partnership/Limited Partners Capital based on the weighted average ownership percentage during the period.

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

The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at December 31, 2023 and 2022.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total. Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2023 and 2022, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $289.2 million and $318.3 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the years ended December 31, 2023, 2022 and 2021, respectively (amounts in thousands):

202320222021
Balance at January 1,$318,273$498,977$338,951
Change in market value(7,667)(176,490)158,598
Change in carrying value(21,358)(4,214)1,428
Balance at December 31,$289,248$318,273$498,977

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

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

F-34

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of December 31, 2023 and 2022:

Amounts in thousands
Annual
CallDividend PerDecember 31,December 31,
Date (1)Share/Unit (2)20232022
Preferred Shares/Preference Units of beneficial interest, $0.01 par value;100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $50 per share/unit; 745,600 shares/units issued and outstanding as of December 31, 2023 and 202212/10/2026$4.145$37,280$37,280
$37,280$37,280

(1)

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

(2)

Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements. The current program matures in May 2025 and gives us the authority to issue up to 13.0 million shares, all of which remain available for issuance as of December 31, 2023.

Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of Common Shares or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted net income per share using the treasury stock method (see Note 11 for additional discussion). The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s Common Shares over the term of the forward sale agreement.

During the year ended December 31, 2021 and part of the year ended December 31, 2022, the Company had forward sale agreements outstanding for approximately 1.7 million Common Shares at a weighted average initial forward price per share of $83.25. During the quarter ended December 31, 2022, the Company settled all of the outstanding forward sale agreements, at a weighted average forward price per share of $80.22, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of the Company's Common Shares, for net proceeds of approximately $139.6 million. Concurrent with this transaction, ERPOP issued the same amount of OP Units to EQR in exchange for the net proceeds.

During the year ended December 31, 2023, the Company repurchased and subsequently retired approximately $49.1 million (864,386 shares at a weighted average price per share of $56.79) of its Common Shares in the open market under its share repurchase program. Concurrent with these transactions, ERPOP repurchased and retired the same amount of OP Units previously issued to EQR. As of December 31, 2023, EQR had remaining authorization to repurchase up to 12,135,614 of its shares. See Note 18 for further discussion.

During the year ended December 31, 2023, ERPOP issued $0.9 million of 3.00% Series Q Cumulative Redeemable Preference Units (the "Series Q Preference Units") in connection with the buyout of the noncontrolling interest in a consolidated operating property. The 933,454 Series Q Preference Units have a liquidation value of $1.00 per unit and pay distributions quarterly at the annual rate of

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$0.03 per unit. The Series Q Preference Units can be redeemed for, at EQR's/ERPOP's option, Common Shares, OP Units and/or cash upon the occurrence of specific events laid out in the agreement. If redeemed for Common Shares or OP Units, the number of shares/units issued is based on the Common Share price. The Series Q Preference Units increased the balance of Noncontrolling Interests - Partially Owned Properties in the consolidated balance sheets.

4.

Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of December 31, 2023 and 2022 (amounts in thousands):

20232022
Land$5,581,876$5,580,878
Depreciable property:
Buildings and improvements19,809,43219,471,503
Furniture, fixtures and equipment2,609,6002,352,050
In-Place lease intangibles519,394510,816
Projects under development:
Land3,2013,201
Construction-in-progress74,835109,739
Land held for development:
Land82,02646,160
Construction-in-progress32,27414,407
Investment in real estate28,712,63828,088,754
Accumulated depreciation(9,810,337)(9,027,850)
Investment in real estate, net$18,902,301$19,060,904

During the year ended December 31, 2023, the Company acquired the following from unaffiliated parties (purchase price and purchase price allocation in thousands):

Purchase Price Allocation (1), (2)
PropertiesApartment UnitsPurchase Price (1)LandDepreciable Property
Rental Properties – Consolidated41,183$366,334$41,142$325,611
Total41,183$366,334$41,142$325,611

(1)

Purchase price and purchase price allocation are both net of a mark-to-market discount of approximately $11.2 million on a mortgage assumed in connection with the purchase of a property.

(2)

Purchase price allocation includes capitalized closing costs.

During the year ended December 31, 2022, the Company acquired the following from unaffiliated parties (purchase price and purchase price allocation in thousands):

Purchase Price Allocation (1)
PropertiesApartment UnitsPurchase PriceLandDepreciable Property
Rental Properties – Consolidated1172$113,000$25,361$87,685
Total1172$113,000$25,361$87,685

(1)

Purchase price allocation includes capitalized closing costs.

During the year ended December 31, 2023, the Company disposed of the following to unaffiliated parties (sales price and net gain in thousands):

PropertiesApartment UnitsSales PriceNet Gain
Rental Properties – Consolidated11912$379,893$282,539
Total11912$379,893$282,539

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During the year ended December 31, 2022, the Company disposed of the following to unaffiliated parties (sales price and net gain in thousands):

PropertiesApartment UnitsSales PriceNet Gain
Rental Properties – Consolidated3945$746,150$304,325
Total3945$746,150$304,325

Impairment

During the year ended December 31, 2021, the Company recorded an approximate $16.8 million non-cash asset impairment charge on a land parcel which is included in land held for development on the consolidated balance sheets and included in the non-same store/other segment discussed in Note 17. The charge was the result of an analysis of the parcel’s estimated fair value (determined using internally developed models based on market assumptions and potential sales data from the marketing process) compared to its current capitalized carrying value after reassessment of our expected hold period for the parcel. As of December 31, 2023 and 2022, the land parcel's carrying value was $15.0 million.

5.

Commitments to Acquire/Dispose of Real Estate

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

The Company has entered into an agreement to dispose of the following (sales price and net book value in thousands):

PropertiesApartment UnitsSales PriceNet Book Value at December 31, 2023
Rental Properties – Consolidated2300$80,000$70,533
Total2300$80,000$70,533

The closing of pending transactions is subject to certain conditions and restrictions; therefore there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects from any agreements summarized above. See Note 18 for discussion of the properties acquired or disposed of, if any, subsequent to December 31, 2023.

6.

Investments in Partially Owned Entities

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

Consolidated VIEs

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

The Company has various equity interests in certain joint ventures that have been deemed to be VIEs, and the Company is the VIEs’ primary beneficiary. As a result, the joint ventures are required to be consolidated on the Company’s financial statements. The following table summarizes the Company’s consolidated joint ventures as of December 31, 2023 and 2022:

Operating Properties (1)Projects Under Development (2), (3)Projects Held for Development (3), (4)
PropertiesApartment UnitsProjectsApartment Units (5)ProjectsApartment Units (5)
2023 Consolidated Joint Ventures (VIE)143,060——1440
2022 Consolidated Joint Ventures (VIE)153,1141312——

(1)

The land parcel under one of the properties in 2023 is subject to a long-term ground lease.

(2)

The land parcel under this project is subject to a long-term ground lease.

(3)

Represents separate consolidated joint ventures for the purpose of developing multifamily rental properties.

(4)

Represents separate consolidated joint ventures that have not yet started.

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(5)

Represents the intended number of apartment units to be developed.

The following table provides consolidated assets and liabilities related to the Company's VIEs as of December 31, 2023 and 2022 (amounts in thousands):

December 31, 2023December 31, 2022
Consolidated Assets$599,788$691,880
Consolidated Liabilities$41,153$158,932

During the years ended December 31, 2023 and 2022, the Company completed the following transactions:

2023

Acquired its joint venture partner's 10% interest in a 200-unit apartment property for $4.6 million, of which the Company paid $3.7 million in cash and ERPOP issued $0.9 million of 3.00% Series Q Preference Units (see Note 3 for additional discussion). The property is now wholly owned. In connection with the buyout, the carrying amount of the Noncontrolling Interests – Partially Owned Properties totaling $3.7 million was reduced to zero and the remaining $0.9 million was recorded to paid in capital/General Partner's Capital. The Company also repaid $64.7 million of mortgage debt at par prior to maturity in conjunction with the buyout;

Repaid the $67.9 million outstanding principal balance of the variable rate construction mortgage for one of its consolidated development joint ventures;

Sold one partially owned property consisting of 166 apartment units for approximately $60.1 million; and

Entered into an amended joint venture agreement for one of the unconsolidated projects held for development for the purpose of making the Company the joint venture manager and responsible for funding any further budgeted project costs up to a $139.0 million commitment as preferred and mezzanine contributions. The project is now consolidated. There was no funding at the closing of the amended joint venture. See the supplemental information in the consolidated statements of cash flows for disclosure of the consolidated amounts.

2022

Acquired its joint venture partner’s 25% interest in a 432-unit apartment property for $32.2 million, and the property is now wholly owned. In connection with the buyout, the carrying amount of the Noncontrolling Interests – Partially Owned Properties totaling $4.8 million was reduced to zero and the remaining $27.4 million was recorded to paid in capital/General Partner's Capital.

The following table and information summarizes the variable rate construction mortgage debt that was non-recourse to the Company at December 31, 2022 (there was no outstanding consolidated construction mortgage debt at December 31, 2023) (aggregate and amounts borrowed under loan commitments in thousands):

December 31, 2022
Recently Completed Operating PropertyProject Under Development
Number of joint ventures with debt financing11
Aggregate loan commitments$67,589$73,344
Amounts borrowed under loan commitments (1)$64,776$44,980

(1)

See Note 9 for the proceeds of secured conventional floating rate debt under Mortgage Notes Payable.

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Investments in Unconsolidated Entities

The Company has various equity interests in certain joint ventures that are unconsolidated and accounted for using the equity method of accounting. Most of these have been deemed to be VIEs and the Company is not the VIEs' primary beneficiary. The remaining have been deemed not to be VIEs and the Company does not have a controlling voting interest.

The following table and information summarizes the Company’s investments in unconsolidated entities as of December 31, 2023 and 2022 (amounts in thousands except for ownership percentage):

December 31, 2023December 31, 2022Ownership Percentage
Investments in Unconsolidated Entities:
Various Real Estate Holdings (VIE)$35,421$35,974Varies
Projects Under Development and Land Held for Development (VIE)220,192218,04362% - 95% (1)
Real Estate Technology Funds/Companies (VIE)26,69125,249Varies
Other(255)(242)Varies
Investments in Unconsolidated Entities$282,049$279,024

(1)

In certain instances, the joint venture agreements contain provisions for promoted interests in favor of our joint venture partner. If the terms of the promoted interest are attained, then our share of the proceeds from a sale or other capital event of the unconsolidated entity may be less than the indicated ownership percentage.

The following table summarizes the Company’s unconsolidated joint ventures that were deemed to be VIEs as of December 31, 2023 and 2022:

Real Estate Holdings (1)Projects Under Development (2), (5)Projects Held for Development (2), (3)
EntitiesProjectsApartment Units (4)ProjectsApartment Units (4)
2023 Unconsolidated Joint Ventures (VIE)361,98241,164
2022 Unconsolidated Joint Ventures (VIE)261,9823966

(1)

Represents entities that hold various real estate investments.

(2)

Represents separate unconsolidated joint ventures for the purpose of developing multifamily rental properties.

(3)

Represents separate unconsolidated joint ventures that have not yet started.

(4)

Represents the intended number of apartment units to be developed.

(5)

The land parcel under one of the projects is subject to a long-term ground lease.

New Development Joint Ventures

The following table provides information on total unconsolidated development joint ventures entered into during the years ended December 31, 2023 and 2022 (amounts in thousands except for number of unconsolidated joint ventures and apartment units):

December 31, 2023December 31, 2022
Number of unconsolidated joint ventures (1)23
Apartment units (2)6381,019
Investments in unconsolidated entities – acquisitions$2,800$49,855

(1)

The entities qualify as VIEs, but the Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIE’s performance. Therefore, the entities are unconsolidated and recorded using the equity method of accounting. See Note 2 for additional discussion.

(2)

Represents the intended number of apartment units to be developed.

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7.

Restricted Deposits

The following table presents the Company’s restricted deposits as of December 31, 2023 and 2022 (amounts in thousands):

December 31, 2023December 31, 2022
Mortgage escrow deposits:
Real estate taxes and insurance$307$—
Mortgage principal reserves/sinking funds29,27025,304
Mortgage escrow deposits29,57725,304
Restricted cash:
Earnest money on pending acquisitions5244,500
Restricted deposits on real estate investments2,181229
Resident security and utility deposits40,14938,432
Replacement reserves15,57112,549
Other1,2502,289
Restricted cash59,67557,999
Restricted deposits$89,252$83,303

8.

Leases

Lessor Accounting

The Company is the lessor for its residential and non-residential leases and these leases are accounted for as operating leases under the lease standard.

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Year Ended December 31, 2023Year Ended December 31, 2022Year Ended December 31, 2021
Income TypeResidential LeasesNon-Residential LeasesTotalResidential LeasesNon-Residential LeasesTotalResidential LeasesNon-Residential LeasesTotal
Residential and non-residential rent$2,578,565$62,193$2,640,758$2,446,516$63,995$2,510,511$2,202,133$61,033$2,263,166
Utility recoveries (RUBS income) (1)86,62890687,53481,14084481,98474,84672375,569
Parking rent44,08144944,53043,33543543,77040,93456541,499
Other lease revenue (2)(25,095)(142)(25,237)(12,637)(69)(12,706)(17,667)4,027(13,640)
Total lease revenue$2,684,179$63,4062,747,585$2,558,354$65,2052,623,559$2,300,246$66,3482,366,594
Parking revenue40,83637,33826,789
Other revenue85,54374,28370,614
Total other rental income (3)126,379111,62197,403
Rental income$2,873,964$2,735,180$2,463,997

(1)

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

(2)

Other lease revenue consists of the revenue adjustment related to bad debt (see below for further discussion) and other miscellaneous lease revenue.

(3)

Other rental income is accounted for under the revenue recognition standard and primarily consists of third-party transient parking revenue and ancillary income such as cable and laundry revenue.

The following table presents residential and non-residential accounts receivable and straight-line receivable balances for the Company’s properties as of December 31, 2023 and 2022 (amounts in thousands):

ResidentialNon-Residential
Balance Sheet (Other assets):December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Resident/tenant accounts receivable balances$21,477$35,688$2,822$2,820
Allowance for doubtful accounts(15,846)(31,405)(1,849)(2,152)
Net receivable balances$5,631$4,283$973$668
Straight-line receivable balances$9,183$4,398$11,915(1)$13,795

(1)

During the year ended December 31, 2023, the Company recorded a non-cash write-off of approximately $1.5 million in straight-line receivables due to the bankruptcy of Rite Aid.

F-40

The following table presents residential bad debt for the Company’s properties for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Year Ended December 31,
Income Statement (Rental income):202320222021
Bad debt, net (1)$38,117$26,570$31,485
% of residential rental income1.4%1.0%1.3%

(1)

Bad debt, net benefited from additional resident payments due to governmental rental assistance programs of approximately $2.8 million, $34.7 million and $34.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Lessee Accounting

The Company is the lessee under various corporate office and ground leases for which the Company recognizes right-of-use (“ROU”) assets and related lease liabilities. The following table presents the Company’s ROU assets and related lease liabilities as of December 31, 2023 and 2022 (amounts in thousands):

20232022
Right-of-use assets:
Corporate office leases (operating)$38,745$34,767
Ground leases (finance)94,09195,834
Ground leases (operating)324,430332,355
Right-of-use assets$457,266$462,956
Lease liabilities:
Corporate office leases (operating)$40,485$35,747
Ground leases (finance)68,14368,919
Ground leases (operating)203,012204,082
Lease liabilities$311,640$308,748

Corporate office leases

The Company leases ten corporate offices with lease expiration dates ranging from 2024 through 2042 (inclusive of applicable extension options). During the year ended December 31, 2023, the Company entered into two new corporate office leases which are being accounted for as operating leases and recorded initial lease liabilities and ROU assets of approximately $7.1 million.

Ground leases

The Company maintains consolidated long-term ground leases for 16 operating properties with lease expiration dates ranging from 2042 through 2118 (inclusive of applicable purchase options). The Company owns the building and improvements.

Additional disclosures

The following tables illustrate the quantitative disclosures for lessees as of and for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands):

Year Ended December 31, 2023Year Ended December 31, 2022Year Ended December 31, 2021
Lease cost:
Finance lease cost:
Amortization of right-of-use assets (capitalized)$146$351$351
Amortization of right-of-use assets (expensed)1,7811,3911,391
Interest on lease liabilities (capitalized)——452
Interest on lease liabilities (expensed)1,8861,9041,464
Operating lease cost:
Corporate office leases4,7384,0613,581
Ground leases18,33818,33818,338
Variable lease cost:
Corporate office leases5994301,037
Ground leases4,3384,3422,973
Total lease cost$31,826$30,817$29,587

F-41

December 31, 2023December 31, 2022December 31, 2021
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Investing cash flows from finance leases$—$—$383
Financing cash flows from finance leases$2,847$2,463$1,898
Operating cash flows from operating leases:
Corporate office leases$4,576$4,385$5,016
Ground leases$15,911$15,037$14,682
Weighted-average remaining lease term – finance leases23.1 years24.1 years25.2 years
Weighted-average remaining lease term – operating leases:
Corporate office leases17.7 years16.1 years16.8 years
Ground leases60.7 years61.2 years61.8 years
Weighted-average discount rate – finance leases2.8%2.8%2.8%
Weighted-average discount rate – operating leases:
Corporate office leases4.3%3.2%3.2%
Ground leases5.1%5.1%5.1%

The following table summarizes the Company’s undiscounted cash flows for contractual obligations for minimum rent payments/receipts under operating and financing leases for the next five years and thereafter as of December 31, 2023:

(Payments)/Receipts Due by Year (in thousands)
20242025202620272028ThereafterTotal
Finance Leases:
Minimum Rent Payments (a)$(2,881)$(2,946)$(2,959)$(2,971)$(2,984)$(82,253)$(96,994)
Operating Leases:
Minimum Rent Payments (a)$(15,797)$(16,028)$(15,881)$(15,984)$(16,132)$(806,155)$(885,977)
Minimum Rent Receipts (b)$53,000$48,410$44,582$40,771$34,709$112,720$334,192

(a)

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

(b)

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

The following table provides a reconciliation of lease liabilities from our undiscounted cash flows for minimum rent payments as of December 31, 2023 (amounts in thousands):

2023
Total minimum rent payments$982,971
Less: Lease discount(671,331)
Lease liabilities$311,640

9.

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the years ended December 31, 2023 and 2022 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following tables summarize the Company’s mortgage notes payable activity for the years ended December 31, 2023 and 2022, respectively (amounts in thousands):

Mortgage notes payable, net as of December 31, 2022ProceedsAssumptionsLump sum payoffsScheduled principal repaymentsAmortization of premiums/ discountsAmortization of deferred financing costs, net (1)Mortgage notes payable, net as of December 31, 2023
Fixed Rate Debt:
Secured – Conventional$1,608,838$550,000(2)$42,256(3)$(800,000)(2)$—$601$(3,097)$1,398,598
Floating Rate Debt:
Secured – Conventional108,37822,896—(132,598)(54)—1,378—
Secured – Tax Exempt236,222———(3,300)1,242140234,304
Floating Rate Debt344,60022,896—(132,598)(3,354)1,2421,518234,304
Total$1,953,438$572,896$42,256$(932,598)$(3,354)$1,843$(1,579)$1,632,902

F-42

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

(2)

Obtained $200.0 million of 5.18% fixed rate mortgage debt maturing in September 2033 and $350.0 million of 5.25% fixed rate mortgage debt maturing in September 2033. The secured notes totaling $550.0 million have an all-in effective interest rate of approximately 4.7%. The proceeds from these loans were used, along with funding from the Company’s commercial paper note program, to repay $800.0 million of 4.21% fixed rate mortgage debt that was due to mature in November 2023.

(3)

Assumed $53.5 million of 2.24% fixed rate mortgage debt maturing in September 2030 on one acquired property and recorded an initial discount of approximately $11.2 million.

Mortgage notes payable, net as of December 31, 2021ProceedsLump sum payoffsScheduled principal repaymentsAmortization of premiums/ discountsAmortization of deferred financing costs, net (1)Mortgage notes payable, net as of December 31, 2022
Fixed Rate Debt:
Secured – Conventional$1,896,472$—$(286,461)$(3,311)$941$1,197$1,608,838
Floating Rate Debt:
Secured – Conventional59,89048,054(2)—(81)—515108,378
Secured – Tax Exempt234,839———1,243140236,222
Floating Rate Debt294,72948,054—(81)1,243655344,600
Total$2,191,201$48,054$(286,461)$(3,392)$2,184$1,852$1,953,438

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

(2)

See Note 6 for additional discussion of the variable rate construction mortgage debt.

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2023 and 2022, respectively:

December 31, 2023December 31, 2022
Interest Rate Ranges (ending)0.10% - 5.25%0.10% - 7.10%
Weighted Average Interest Rate3.68%3.46%
Maturity Date Ranges2029-20612023-2061

As of December 31, 2023 and 2022, the Company had $246.7 million and $250.0 million, respectively, of secured tax-exempt bonds subject to third-party credit enhancement.

The historical cost, net of accumulated depreciation, of encumbered properties was $2.1 billion and $2.5 billion at December 31, 2023 and 2022, respectively.

Notes

The following tables summarize the Company’s notes activity for the years ended December 31, 2023 and 2022, respectively (amounts in thousands):

Notes, net as of December 31, 2022ProceedsLump sum payoffsAmortization of premiums/ discountsAmortization of deferred financing costs, net (1)Notes, net as of December 31, 2023
Fixed Rate Debt:
Unsecured – Public$5,342,329$—$—$2,248$3,840$5,348,417

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

Notes, net as of December 31, 2021ProceedsLump sum payoffsAmortization of premiums/ discountsAmortization of deferred financing costs, net (1)Notes, net as of December 31, 2022
Fixed Rate Debt:
Unsecured – Public$5,835,222$—$(500,000)$2,820$4,287$5,342,329

F-43

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2023 and 2022, respectively:

December 31, 2023December 31, 2022
Interest Rate Ranges (ending)1.85% - 7.57%1.85% - 7.57%
Weighted Average Interest Rate3.51%3.61%
Maturity Date Ranges2025-20472025-2047

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for both the years ended December 31, 2023 and 2022.

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025.

Line of Credit and Commercial Paper

The Company has a $2.5 billion unsecured revolving credit facility maturing on October 26, 2027. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be the Secured Overnight Financing Rate ("SOFR") plus a spread (currently 0.725%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. The Company did not borrow any amounts under its revolving credit facility during the years ended December 31, 2023 and 2022.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.0 billion subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.

The following table summarizes certain weighted average interest rate, maturity and amounts outstanding information for the commercial paper program as of and for the years ended December 31, 2023 and 2022, respectively:

December 31, 2023December 31, 2022
Weighted Average Interest Rate (1)5.47%1.52%
Weighted Average Maturity (in days)144
Weighted Average Amounts Outstanding$276.0 million$156.1 million

(1)

The notes bear interest at various floating rates.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of December 31, 2023 and 2022, respectively (amounts in thousands):

December 31, 2023December 31, 2022
Unsecured revolving credit facility commitment$2,500,000$2,500,000
Commercial paper balance outstanding(410,000)(130,000)
Unsecured revolving credit facility balance outstanding——
Other restricted amounts(3,415)(3,463)
Unsecured revolving credit facility availability$2,086,585$2,366,537

F-44

Other

The following table summarizes the Company’s total debt extinguishment costs recorded as additional expense for the years ended December 31, 2023, 2022 and 2021, respectively (amounts in thousands):

December 31, 2023December 31, 2022December 31, 2021
Write-offs of unamortized deferred financing costs$1,143$717$744
Write-offs of unamortized (premiums)/discounts/OCI—3,947—
Total$1,143$4,664$744

The following table provides a summary of the aggregate payments of principal on all debt for each of the next five years and thereafter as of December 31, 2023 (amounts in thousands):

YearTotal
2024 (1)$416,200
2025458,100
2026601,025
2027409,800
2028910,700
Thereafter4,668,832
Subtotal7,464,657
Deferred Financing Costs and Unamortized (Discount)(74,207)
Total$7,390,450

(1)

Includes $410.0 million in principal outstanding on the Company’s commercial paper program.

10.

Fair Value Measurements

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

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

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

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

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

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

F-45

The following table summarizes the inputs to the valuations for each type of fair value measurement:

Fair Value Measurement TypeValuation Inputs
Employee holdings (other than Common Shares) within the supplemental executive retirement plan (the “SERP”)Quoted market prices for identical assets. These holdings are included in other assets and other liabilities on the consolidated balance sheets.
Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited PartnersQuoted market price of Common Shares.
Mortgage notes payable and private unsecured debt (including its commercial paper and line of credit, if applicable)Indicative rates provided by lenders of similar loans.
Public unsecured notesQuoted market prices for each underlying issuance.
DerivativesReadily observable market parameters such as forward yield curves and credit default swap data.

The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value. The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at December 31, 2023 and 2022, respectively (amounts in thousands):

December 31, 2023December 31, 2022
Carrying ValueEstimated Fair Value (Level 2)Carrying ValueEstimated Fair Value (Level 2)
Mortgage notes payable, net$1,632,902$1,509,706$1,953,438$1,803,525
Unsecured debt, net5,757,5485,346,4885,472,2844,874,490
Total debt, net$7,390,450$6,856,194$7,425,722$6,678,015

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at December 31, 2023 and 2022, respectively (amounts in thousands):

Fair Value Measurements at Reporting Date Using
DescriptionBalance Sheet Location12/31/2023Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement PlanOther Assets$108,478$108,478$—$—
Liabilities
Supplemental Executive Retirement PlanOther Liabilities$108,478$108,478$—$—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited PartnersMezzanine$289,248$—$289,248$—

F-46

Fair Value Measurements at Reporting Date Using
DescriptionBalance Sheet Location12/31/2022Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting SwapsOther Assets$21,864$—$21,864$—
Supplemental Executive Retirement PlanOther Assets133,245133,245——
Total$155,109$133,245$21,864$—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting SwapsOther Liabilities$1,210$—$1,210$—
Supplemental Executive Retirement PlanOther Liabilities133,245133,245——
Total$134,455$133,245$1,210$—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited PartnersMezzanine$318,273$—$318,273$—

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2023, 2022 and 2021, respectively (amounts in thousands):

December 31, 2023 Type of Cash Flow HedgeAmount of Gain/(Loss) Recognized in OCI on DerivativeLocation of Gain/(Loss) Reclassified from Accumulated OCI into IncomeAmount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps$4,514Interest expense$(3,737)
Total$4,514$(3,737)
December 31, 2022 Type of Cash Flow HedgeAmount of Gain/(Loss) Recognized in OCI on DerivativeLocation of Gain/(Loss) Reclassified from Accumulated OCI into IncomeAmount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps$20,654Interest expense$(11,071)
Total$20,654$(11,071)
December 31, 2021 Type of Cash Flow HedgeAmount of Gain/(Loss) Recognized in OCI on DerivativeLocation of Gain/(Loss) Reclassified from Accumulated OCI into IncomeAmount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps$—Interest expense$(9,394)
Total$—$(9,394)

As of December 31, 2023 and 2022, there were approximately $5.7 million in deferred gains, net, and $2.5 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled and unsettled derivative instruments, of which an estimated $2.3 million may be recognized as additional interest expense during the twelve months ending December 31, 2024.

F-47

During the year ended December 31, 2023, the Company received a net $27.1 million to settle nine forward starting swaps in conjunction with the interest rate lock on $530.0 million of ten-year secured conventional mortgage notes. The Company ultimately closed on $550.0 million of secured notes. The accrued interest of approximately $1.9 million was recorded as a decrease to interest expense. The remaining $25.2 million was initially deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the first nine years and eight months of the mortgage notes.

Other

The Company has invested in various equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with the applicable accounting standards for equity securities. These investments are carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer.

The following table summarizes the Company’s real estate technology investment securities included in other assets as of December 31, 2023 and 2022 (amounts in thousands):

December 31, 2023December 31, 2022
Real Estate Technology Investments$19,312$4,312

During the year ended December 31, 2023, the Company sold a portion of one of these investment securities for proceeds of approximately $2.5 million and realized a gain on sale of approximately $1.6 million, which is included in interest and other income in the consolidated statements of operations. During the year ended December 31, 2023, the Company adjusted certain of these investment securities to observable market prices and recorded an unrealized gain of approximately $13.5 million, which is included in interest and other income in the consolidated statements of operations.

During the year ended December 31, 2021, the Company purchased and sold investment securities with readily determinable fair values and recognized a net gain on sale of $23.4 million, which is included in interest and other income in the consolidated statements of operations. The Company did not own any of these investment securities at December 31, 2023, 2022 and 2021.

11.

Earnings Per Share and Earnings Per Unit

Equity Residential

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

Year Ended December 31,
202320222021
Numerator for net income per share – basic:
Net income$868,488$806,995$1,396,714
Allocation to Noncontrolling Interests – Operating Partnership(26,710)(26,310)(45,900)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties(6,340)(3,774)(17,964)
Preferred distributions(3,090)(3,090)(3,090)
Numerator for net income per share – basic$832,348$773,821$1,329,760
Numerator for net income per share – diluted:
Net income$868,488$806,995$1,396,714
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties(6,340)(3,774)(17,964)
Preferred distributions(3,090)(3,090)(3,090)
Numerator for net income per share – diluted$859,058$800,131$1,375,660
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic378,773376,209373,833
Effect of dilutive securities:
OP Units11,18111,83612,263
Long-term compensation shares/units9431,4021,924
ATM forward sales—369
Denominator for net income per share – diluted390,897389,450388,089
Net income per share – basic$2.20$2.06$3.56
Net income per share – diluted$2.20$2.05$3.54

F-48

ERP Operating Limited Partnership

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

Year Ended December 31,
202320222021
Numerator for net income per Unit – basic and diluted:
Net income$868,488$806,995$1,396,714
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties(6,340)(3,774)(17,964)
Allocation to Preference Units(3,090)(3,090)(3,090)
Numerator for net income per Unit – basic and diluted$859,058$800,131$1,375,660
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic389,954388,045386,096
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units9431,4021,924
ATM forward sales—369
Denominator for net income per Unit – diluted390,897389,450388,089
Net income per Unit – basic$2.20$2.06$3.56
Net income per Unit – diluted$2.20$2.05$3.54

12.

Share Incentive Plans

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

Overview of Share Incentive Plans

The 2019 Share Incentive Plan (the “2019 Plan”), as approved by the Company’s shareholders on June 27, 2019, expires on June 27, 2029 and reserves 11,331,958 Common Shares for issuance. All future awards will be granted under the 2019 Plan. As of December 31, 2023, 8,213,508 shares were available for future issuance.

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

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

F-49

Employee Long-Term Compensation Awards

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

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

(1)

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

(2)

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

Valuation Method of Share Options

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

202320222021
Expected volatility (1)23.8%21.7%21.3%
Expected life (2)5 years5 years5 years
Expected dividend yield (3)3.30%3.26%3.23%
Risk-free interest rate (4)4.04%1.66%0.50%
Exercise price per share (5)$66.59$91.59$67.48
Option valuation per share$12.67$12.57$7.96

(1)

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

(2)

Expected life – Approximates the actual weighted average life of all Options granted since the Company went public in 1993.

(3)

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

(4)

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

(5)

Exercise price per share – The closing share price of the Common Shares on the grant date.

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

F-50

Long-Term Incentive Plan

The Company’s executive compensation program allows the Chief Executive Officer and certain other executive officers to earn from 0% to 200% of the target number of long-term incentive (“LTI”) awards, payable in the form of restricted shares and/or restricted units. Additionally, the program allowed participation of Samuel Zell, the Company's former Chairman of the Board of Trustees, prior to his death. No payout would be made for any result below 50% of the target performance metric. The Company’s Total Shareholder Return (“TSR”), Normalized Funds from Operations (“FFO”) and Net Debt to Normalized EBITDAre (Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate) results over a forward-looking three-year performance period determine the restricted shares and/or restricted units awarded and are compared to pre-established quantitative performance metrics. The grant date fair value of the awards is estimated using a Monte Carlo model for the TSR portion of the awards, and the resulting expense is recorded over the service period regardless of whether the TSR performance measures are achieved, while the Normalized FFO and Net Debt to Normalized EBITDAre portions of the awards are adjusted based on the final achievement obtained. If the executive is retirement-eligible, the grant date fair value is amortized into expense over the first year. All other awards are amortized into expense over the three-year performance and vesting period. If employment is terminated prior to vesting, the restricted shares and restricted units are generally canceled, subject to the retirement benefit provisions discussed below as well as the death and disability provisions of the plan.

The LTI participants receive distributions only on restricted units awarded equal to 10% of the quarterly distributions paid on OP Units during the performance period. At the end of the performance period, LTI participants receive dividends/distributions actually earned on restricted shares or restricted units awarded during the performance period, less any distributions already paid on the restricted units.

The grant date fair value of the TSR portion of the LTI awards is estimated using a multifactor Monte Carlo model to determine share prices for a set of relative awards for which the payout of the award depends on the spread of EQR’s TSR to the TSR of two indices: (a) the FTSE Nareit Apartment Index; and (b) the FTSE Nareit Equity Index. The absolute Company TSR metric previously included in the TSR portion of the LTI awards for which the payout of the award only depended on EQR’s TSR was replaced with a Net Debt to Normalized EBITDAre metric for the 2022 LTI plan and onward, covering a forward-looking three-year performance period. The grant date fair value of the Normalized FFO and Net Debt to Normalized EBITDAre portions of the LTI awards are estimated using the closing price of EQR Common Shares on the grant date for the restricted shares and a discounted closing price of EQR Common Shares on the grant date for the restricted units to reflect the “book-up” and liquidity risk inherent in the units. The individual prices determined above are then weighted to arrive at the final values for each restricted share/unit as follows:

202320222021
Weighted average fair value per restricted share$61.18$96.84$61.73
Weighted average fair value per restricted unit$58.78$93.32$59.82

The valuation method and assumptions are the same as those the Company used in accounting for the LTI award expense in its consolidated financial statements. The Monte Carlo valuation model is only one method of valuing awards. Because the Company’s restricted shares/units have characteristics significantly different from those of traded shares/units, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the restricted shares/units to the recipient may be significantly different.

Trustees

All non-employee Trustees, including the Company’s current Chairman, are granted Options, restricted shares and/or restricted units that vest one year from the grant date that corresponds to the term for which he or she has been elected to serve. The Company's former Chairman of the Board of Trustees, Samuel Zell, did not receive these awards. Since 2016, he only received awards under the LTI plan (see further discussion above).

F-51

Retirement Benefits

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

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

(1)

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

Under the Company’s definitions of retirement, some of its executive officers, including its Chief Executive Officer, are retirement eligible.

Compensation Expense and Award Activity

The following tables summarize compensation information regarding the restricted shares, restricted units, Options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2023, 2022 and 2021.

Year Ended December 31, 2023
Compensation ExpenseCompensation CapitalizedRestricted Units/Options In-Lieu of Bonus (1)Compensation EquityDividends Incurred
Restricted shares$11,006$1,480$—$12,486$889
Restricted units15,8099652516,430904
Options4,436192—4,628—
ESPP discount56480—644—
Total$31,815$1,848$525$34,188$1,793
Year Ended December 31, 2022
Compensation ExpenseCompensation CapitalizedRestricted Units/Options In-Lieu of Bonus (1)Compensation EquityDividends Incurred
Restricted shares$10,419$1,176$—$11,595$1,120
Restricted units16,487872,53019,1041,039
Options1,8891692632,321—
ESPP discount71878—796—
Total$29,513$1,510$2,793$33,816$2,159
Year Ended December 31, 2021
Compensation ExpenseCompensation CapitalizedRestricted Units/Options In-Lieu of Bonus (1)Compensation EquityDividends Incurred
Restricted shares$7,258$1,131$—$8,389$761
Restricted units16,689701,03817,7971,254
Options2,980121—3,101—
ESPP discount883108—991—
Total$27,810$1,430$1,038$30,278$2,015

F-52

(1)

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

Compensation expense is generally recognized for Awards as follows:

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

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

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

The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above. The total compensation expense related to Awards not yet vested at December 31, 2023 is $10.7 million (including the accelerated expenses for individuals approaching or meeting the retirement age criteria discussed above), which is expected to be recognized over a weighted average term of 1.34 years.

The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2023, 2022 and 2021:

Common Shares Subject to OptionsWeighted Average Exercise Price per OptionRestricted SharesWeighted Average Fair Value per Restricted ShareRestricted UnitsWeighted Average Fair Value per Restricted Unit
Balance at December 31, 20205,642,752$56.91353,634$71.81879,800$66.78
Awards granted489,853$67.5896,224$70.46190,742$60.71
Awards exercised/vested(1,710,692)$50.09(133,351)$62.89(181,531)$62.01
Awards forfeited(23,317)$73.33(6,631)$74.31(35,580)$59.82
Awards expired(10,763)$68.00—$——$—
Balance at December 31, 20214,387,833$60.65309,876$75.17853,431$66.11
Awards granted164,199$88.22182,801$80.52223,242$86.47
Awards exercised/vested(468,021)$52.87(194,533)$70.91(122,999)$66.10
Awards forfeited(12,968)$77.29(8,226)$82.02—$—
Awards expired(9,683)$60.02—$——$—
Balance at December 31, 20224,061,360$62.60289,918$81.21953,674$73.57
Awards granted395,280$66.56152,217$66.93236,031$60.38
Awards exercised/vested(495,690)$48.52(118,322)$80.76(75,105)$76.38
Awards forfeited(1,717)$66.73(3,743)$76.43(70,667)$59.14
Awards expired(981)$67.50—$——$—
Balance at December 31, 20233,958,252$64.76320,070$74.641,043,933$68.56
Amounts in thousands except per share amounts
Year Ended December 31,
202320222021
Weighted average grant date fair value per share for Options granted$12.61$12.45$7.98
Aggregate intrinsic value of Options exercised (1)$6,023$14,511$47,413
Fair value of restricted shares vested$7,783$17,353$9,222
Fair value of restricted units vested$4,965$10,662$12,468

(1)

These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.

The following table summarizes information regarding Options outstanding and exercisable at December 31, 2023 (aggregate intrinsic value is in thousands):

OptionsWeighted Average Remaining Contractual Life in YearsWeighted Average Exercise PriceAggregate Intrinsic Value (1)
Options Outstanding3,958,2524.81$64.76$2,889
Options Exercisable3,342,7854.12$63.83$2,889
Vested and expected to vest611,2388.54$69.80$—

F-53

(1)

The aggregate intrinsic values were calculated as the excess, if any, between the Company’s closing share price of $61.16 per share on December 31, 2023 and the strike price of the underlying awards.

As of December 31, 2022 and 2021, 3,549,325 Options (with a weighted average exercise price of $60.80) and 3,710,888 Options (with a weighted average exercise price of $58.70) were exercisable, respectively.

13.

Employee Plans

The Company established an Employee Share Purchase Plan to provide each employee and trustee the ability to annually acquire up to $100,000 of Common Shares of EQR. The Company registered 7,000,000 Common Shares under the ESPP, of which 2,418,463 Common Shares remained available for purchase at December 31, 2023. The Common Shares may be purchased quarterly at a price equal to 85% of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. The following table summarizes information regarding the Common Shares issued under the ESPP with the net proceeds noted below being contributed to ERPOP in exchange for OP Units (amounts in thousands except share and per share amounts):

Year Ended December 31,
202320222021
Shares issued68,13666,83570,702
Issuance price ranges$47.97– $55.11$52.33 – $72.51$53.13 – $71.04
Issuance proceeds$3,517$4,178$4,265

The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Company matches dollar for dollar up to the first 4% of eligible compensation that a participant contributes to the 401(k) Plan for all employees except those defined as highly compensated employees, whose match is 3%. Participants are vested in the Company’s contributions over five years. The Company recognized an expense in the amount of $5.2 million, $4.8 million and $4.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

14.

Distribution Reinvestment Plan

On September 30, 2014, the Company filed with the SEC a Form S-3 Registration Statement to register 4,790,000 Common Shares pursuant to a Distribution Reinvestment Plan (the “2014 DRIP”), which included the remaining shares available for issuance under a previous registration. The registration was automatically declared effective the same day and will expire when all 4,790,000 shares have been issued. The Company has 4,619,250 Common Shares available for issuance under the 2014 DRIP at December 31, 2023.

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

15.

Transactions with Related Parties

The Company leases its corporate headquarters from an entity affiliated with Samuel Zell, who was EQR's Chairman of the Board of Trustees until his death in May 2023. This lease is no longer a related party lease as of December 31, 2023. The lease term expires on November 30, 2032 and contains two five-year extension options. The amount incurred for such office space for the years ended December 31, 2023, 2022 and 2021 were approximately $1.9 million, $1.7 million and $1.7 million, respectively. The Company believes these amounts approximate market rates for such rental space.

F-54

16.

Commitments and Contingencies

Commitments

Real Estate Development Commitments

As of December 31, 2023, the Company has both consolidated and unconsolidated real estate projects under development. The following table summarizes the gross remaining total project costs for the Company’s projects under development at December 31, 2023 (total project costs remaining in thousands):

ProjectsApartment UnitsTotal Project Costs Remaining (1)
Projects Under Development
Consolidated1225$74,585
Unconsolidated61,982144,928
Total Projects Under Development72,207$219,513

(1)

The Company's share of the $219.5 million in total project costs remaining approximates $76.6 million, with the balance funded by the Company's joint venture partners (approximately $0.7 million) and/or applicable construction loans (approximately $142.2 million).

We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties. The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 6 for additional discussion.

Other Commitments

We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments. As of December 31, 2023, the Company has invested in ten separate such investments totaling $38.8 million with aggregate remaining commitments of approximately $19.2 million.

Employment Agreements

The Company entered into a retirement benefits agreement with its former Chairman and a deferred compensation agreement with one former executive officer. During the years ended December 31, 2023, 2022 and 2021, the Company recognized compensation expense of $0.6 million, $(0.2) million and $0.1 million, respectively, related to these agreements.

The following table summarizes the Company’s contractual obligations for deferred compensation for the next five years and thereafter as of December 31, 2023:

(Payments) Due by Year (in thousands)
20242025202620272028ThereafterTotal
Other Long-Term Liabilities:
Deferred Compensation (1)$(840)$(840)$(840)$(840)$(840)$(3,778)$(7,978)

(1)

Includes payments due to the estate of the Company’s former Chairman. As of December 31, 2023, no payments remain due to the Company's former executive officer.

Contingencies

Litigation and Legal Matters

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

The Company has been named as a defendant in a number of cases filed in late 2022 and 2023 alleging antitrust violations by RealPage, Inc., a seller of revenue management software products, and various owners and/or operators of multifamily housing, including us, that have utilized these products. The complaints allege collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seek monetary damages, injunctive relief, fees and costs. All of the cases except for one have been

F-55

consolidated into a single putative class action in the United States District Court for the Middle District of Tennessee. On December 28, 2023, motions to dismiss this consolidated action, filed by RealPage, Inc. as well as us and our multifamily co-defendants, were denied by the Court and the case is proceeding. Another case with similar allegations has been filed by the District of Columbia against RealPage, Inc. and a number of multifamily owners and/or operators, including us. We believe these various lawsuits are without merit and we intend to vigorously defend against them. As these proceedings are in the early stages, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.

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.

17.

Reportable Segments

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

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company’s operating performance geographically by market and both on a same store and non-same store basis. While the Company does maintain a non-residential presence, it accounts for less than 4.0% of total revenues for the year ended December 31, 2023 and is designed as an amenity for our residential residents. The chief operating decision maker evaluates the performance of each property on a consolidated residential and non-residential basis. The Company’s geographic consolidated same store operating segments represent its reportable segments.

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

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the years ended December 31, 2023, 2022 and 2021, respectively.

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

The following table presents a reconciliation of NOI from our rental real estate for the years ended December 31, 2023, 2022 and 2021, respectively (amounts in thousands):

Year Ended December 31,
202320222021
Rental income$2,873,964$2,735,180$2,463,997
Property and maintenance expense(514,575)(483,865)(453,532)
Real estate taxes and insurance expense(412,114)(388,412)(397,105)
Total operating expenses(926,689)(872,277)(850,637)
Net operating income$1,947,275$1,862,903$1,613,360

F-56

The following tables present NOI from our rental real estate for each segment for the years ended December 31, 2023, 2022 and 2021, respectively, as well as total assets and capital expenditures at December 31, 2023 and 2022, respectively (amounts in thousands):

Year Ended December 31, 2023Year Ended December 31, 2022Year Ended December 31, 2021
Rental IncomeOperating ExpensesNOIRental IncomeOperating ExpensesNOIRental IncomeOperating ExpensesNOI
Same store (1)
Los Angeles$466,980$143,983$322,997$450,635$132,858$317,777$431,954$132,274$299,680
Orange County130,34328,699101,644122,66026,51196,149109,42724,98684,441
San Diego92,69120,60272,08986,72819,50667,22278,70918,39560,314
Subtotal - Southern California690,014193,284496,730660,023178,875481,148620,090175,655444,435
Washington, D.C.441,676140,696300,980417,210138,570278,640389,205129,065260,140
San Francisco430,390129,480300,910415,173124,192290,981383,817118,795265,022
New York476,319193,311283,008434,820187,218247,602367,370182,631184,739
Seattle290,89481,787209,107281,95979,037202,922256,98880,775176,213
Boston289,42385,579203,844270,89982,523188,376235,05076,374158,676
Denver71,06721,32849,73967,78519,56948,21639,08411,20927,875
Other Expansion Markets64,92827,98336,94561,89727,61834,279———
Total same store2,754,711873,4481,881,2632,609,766837,6021,772,1642,291,604774,5041,517,100
Non-same store/other
Non-same store (2)100,97036,83664,13474,37929,75844,62159,62927,69131,938
Other (3)18,28316,4051,87851,0354,91746,118112,76448,44264,322
Total non-same store/other119,25353,24166,012125,41434,67590,739172,39376,13396,260
Totals$2,873,964$926,689$1,947,275$2,735,180$872,277$1,862,903$2,463,997$850,637$1,613,360

(1)

For the years ended December 31, 2023 and 2022, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2022, less properties subsequently sold, which represented 76,297 apartment units. For the year ended December 31, 2021, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2021, less properties subsequently sold, which represented 72,872 apartment units.

(2)

For the years ended December 31, 2023 and 2022, non-same store primarily includes properties acquired after January 1, 2022, plus any properties in lease-up and not stabilized as of January 1, 2022, and any properties undergoing major renovations. For the year ended December 31, 2021, non-same store primarily includes properties acquired after January 1, 2021, plus any properties in lease-up and not stabilized as of January 1, 2021, and any properties undergoing major renovations.

(3)

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

Year Ended December 31, 2023Year Ended December 31, 2022
Total AssetsCapital ExpendituresTotal AssetsCapital Expenditures
Same store (1)
Los Angeles$2,489,180$54,688$2,549,606$35,057
Orange County343,2199,888356,3967,885
San Diego231,54917,137228,4718,798
Subtotal - Southern California3,063,94881,7133,134,47351,740
Washington, D.C.2,995,50950,5043,091,99634,640
San Francisco2,972,47653,9633,049,77133,497
New York3,326,83121,9083,421,37321,636
Seattle2,075,96634,0112,141,34627,935
Boston1,748,88730,8521,807,62923,951
Denver824,2644,220857,0218,561
Other Expansion Markets782,9775,674811,1302,175
Total same store17,790,858282,84518,314,739204,135
Non-same store/other
Non-same store (2)1,493,13935,6151,134,00015,277
Other (3)750,567882769,5231,674
Total non-same store/other2,243,70636,4971,903,52316,951
Totals$20,034,564$319,342$20,218,262$221,086

(1)

Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2022, less properties subsequently sold, which represented 76,297 apartment units.

F-57

(2)

Non-same store primarily includes properties acquired after January 1, 2022, plus any properties in lease-up and not stabilized as of January 1, 2022, and any properties undergoing major renovations.

(3)

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

18.

Subsequent Events

Subsequent to December 31, 2023, the Company:

Disposed of the following to unaffiliated parties (sales price in thousands):

PropertiesApartment UnitsSales Price
Rental Properties – Consolidated3504$248,500
Total3504$248,500

Following the Company's share repurchase activity in 2023, its Board of Trustees approved replenishing the Company's share repurchase program authorization back to its original 13.0 million shares.

F-58

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate a****nd Accumulated Depreciation

Overall Summary

December 31, 2023

PropertiesApartment UnitsInvestment in Real Estate, GrossAccumulated DepreciationInvestment in Real Estate, NetEncumbrances (1)
Wholly Owned Unencumbered25568,916$24,800,990,957$(8,491,300,503)$16,309,690,454$—
Wholly Owned Encumbered338,2153,097,180,778(1,052,189,478)2,044,991,3001,604,630,478
Wholly Owned Properties28877,13127,898,171,735(9,543,489,981)18,354,681,7541,604,630,478
Partially Owned Unencumbered132,792779,454,558(244,736,257)534,718,301—
Partially Owned Encumbered126835,011,634(22,111,181)12,900,45328,271,943
Partially Owned Properties143,060814,466,192(266,847,438)547,618,75428,271,943
Total Unencumbered Properties26871,70825,580,445,515(8,736,036,760)16,844,408,755—
Total Encumbered Properties348,4833,132,192,412(1,074,300,659)2,057,891,7531,632,902,421
Total Consolidated Investment in Real Estate30280,191$28,712,637,927$(9,810,337,419)$18,902,300,508$1,632,902,421

(1)

See attached Encumbrances Reconciliation.

S-1

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 2023

Portfolio/Entity EncumbrancesNumber of Properties Encumbered bySee Properties With Note:Amount
Archstone Master Property Holdings LLC8H$546,784,016
Portfolio/Entity Encumbrances8546,784,016
Individual Property Encumbrances1,086,118,405
Total Encumbrances per Financial Statements$1,632,902,421

S-2

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III – Real Estate and Accumulated Depreciation

(Amounts in thousands)

The changes in total real estate for the years ended December 31, 2023, 2022 and 2021 are as follows:

202320222021
Balance, beginning of year$28,088,754$28,272,906$27,203,325
Acquisitions and development500,221214,9031,912,579
Improvements321,082225,136152,715
Dispositions and other(197,419)(624,191)(995,713)
Balance, end of year$28,712,638$28,088,754$28,272,906

The changes in accumulated depreciation for the years ended December 31, 2023, 2022 and 2021 are as follows:

202320222021
Balance, beginning of year$9,027,850$8,354,282$7,859,657
Depreciation888,709882,168838,272
Dispositions and other(106,222)(208,600)(343,647)
Balance, end of year$9,810,337$9,027,850$8,354,282

S-3

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Wholly Owned Unencumbered:
100 K Apartments (fka 100K Street)Washington, D.C.—2018222$15,600,000$70,296,069$300,905$15,600,000$70,596,974$86,196,974$(14,897,778)$71,299,196$—
170 AmsterdamNew York, NYG2015236—112,096,9551,076,420—113,173,375113,173,375(38,535,035)74,638,340—
175 KentBrooklyn, NYG201111322,037,83153,962,1692,841,34222,037,83156,803,51178,841,342(26,115,759)52,725,583—
180 Montague (fka Brooklyn Heights)Brooklyn, NYG200019332,400,00092,675,2286,202,41432,400,00098,877,642131,277,642(41,299,986)89,977,656—
180 Riverside BoulevardNew York, NYG1998516144,968,250138,346,68123,000,194144,968,250161,346,875306,315,125(102,045,821)204,269,304—
1210 MassWashington, D.C.G20041449,213,51236,559,1896,031,2439,213,51242,590,43251,803,944(26,263,816)25,540,128—
1401 Joyce on Pentagon RowArlington, VA—20043269,780,00089,668,1659,670,7789,780,00099,338,943109,118,943(51,888,815)57,230,128—
1500 Mass AveWashington, D.C.G195155654,638,29840,361,70218,275,94254,638,29858,637,644113,275,942(37,775,345)75,500,597—
1800 Oak (fka Rosslyn)Arlington, VAG200331431,400,000109,005,73413,922,63531,400,000122,928,369154,328,369(52,103,605)102,224,764—
2201 Pershing DriveArlington, VAG201218811,321,19849,674,1753,542,31711,321,19853,216,49264,537,690(23,077,524)41,460,166—
2201 WilsonArlington, VAG200021921,900,00078,724,6639,735,23021,900,00088,459,893110,359,893(36,122,649)74,237,244—
2400 M StWashington, D.C.G200635930,006,593114,013,7856,040,87230,006,593120,054,657150,061,250(73,845,252)76,215,998—
2501 PorterWashington, D.C.—198820213,000,00075,271,1798,579,02713,000,00083,850,20696,850,206(37,053,984)59,796,222—
315 on ABoston, MAG201320214,450,070115,824,9302,728,74614,450,070118,553,676133,003,746(39,985,661)93,018,085—
340 Fremont (fka Rincon Hill)San Francisco, CA—201634842,000,000248,607,9021,455,24542,000,000250,063,147292,063,147(72,136,881)219,926,266—
341 NevinsBrooklyn, NY—(F)—3,621,717308,661—3,621,717308,6613,930,378—3,930,378—
3003 Van Ness (fka Van Ness)Washington, D.C.—197062556,300,000141,191,58013,398,34856,300,000154,589,928210,889,928(65,522,660)145,367,268—
425 BroadwaySanta Monica, CAG200110112,600,00034,394,7724,177,48912,600,00038,572,26151,172,261(16,909,293)34,262,968—
425 MassWashington, D.C.G200955928,150,000138,600,00011,286,08728,150,000149,886,087178,036,087(73,476,449)104,559,638—
455 Eye StreetWashington, D.C.G201717411,941,40761,418,689474,03211,941,40761,892,72173,834,128(15,925,044)57,909,084—
4th and HillLos Angeles, CA—(F)—13,131,4561,868,544—13,131,4561,868,54415,000,000—15,000,000—
55 West Fifth I & II (fka Townhouse Plaza and Gardens)San Mateo, CA—1964/197224121,041,71071,931,32318,881,20721,041,71090,812,530111,854,240(43,587,776)68,266,464—
600 WashingtonNew York, NYG200413532,852,00043,140,5514,880,60032,852,00048,021,15180,873,151(29,111,793)51,761,358—
660 Washington (fka Boston Common)Boston, MAG2006420106,100,000166,311,67919,921,287106,100,000186,232,966292,332,966(73,269,964)219,063,002—
70 GreeneJersey City, NJG201048028,108,899236,763,5537,822,77728,108,899244,586,330272,695,229(115,268,366)157,426,863—
71 BroadwayNew York, NYG199723822,611,60077,492,17122,156,83422,611,60099,649,005122,260,605(68,010,311)54,250,294—
77 BluxomeSan Francisco, CA—20071025,249,12418,609,876808,5655,249,12419,418,44124,667,565(8,843,983)15,823,582—
77 Park Avenue (fka Hoboken)Hoboken, NJG200030127,900,000168,992,44011,758,97627,900,000180,751,416208,651,416(74,020,489)134,630,927—
777 SixthNew York, NYG200229465,352,70665,747,2948,483,96565,352,70674,231,259139,583,965(40,561,987)99,021,978—
88 HillsideDaly City, CAG2011957,786,80031,587,3254,738,4647,786,80036,325,78944,112,589(16,832,809)27,279,780—
855 BrannanSan Francisco, CAG201844941,363,921282,730,0671,666,20541,363,921284,396,272325,760,193(68,753,861)257,006,332—
929 Mass (fka 929 House)Cambridge, MAG19751273,252,99321,745,5959,890,5753,252,99331,636,17034,889,163(24,748,862)10,140,301—
Academy VillageNorth Hollywood, CA—198924825,000,00023,593,19414,095,14625,000,00037,688,34062,688,340(25,487,214)37,201,126—
AcappellaPasadena, CA—20021435,839,54829,360,4522,853,8515,839,54832,214,30338,053,851(16,729,407)21,324,444—
Aero ApartmentsAlameda, CAG202120013,107,242100,519,872104,68313,107,242100,624,555113,731,797(10,818,873)102,912,924—
Alban TowersWashington, D.C.—193422918,900,00089,794,2018,117,05118,900,00097,911,252116,811,252(40,243,353)76,567,899—
AlboradaFremont, CA—199944224,310,00059,214,12911,057,49124,310,00070,271,62094,581,620(55,425,390)39,156,230—
Alcott Apartments (fka West End Tower)Boston, MAG202147010,424,000398,024,518707,60010,424,000398,732,118409,156,118(33,508,942)375,647,176—
AlcyoneSeattle, WAG200416211,379,49749,360,5032,564,76111,379,49751,925,26463,304,761(18,898,816)44,405,945—
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2))Los Angeles, CA—201654543,783,485150,234,3052,130,01343,783,485152,364,318196,147,803(45,260,093)150,887,710—
Alton, The (fka Millikan)Irvine, CA—201734411,049,02796,523,927896,71411,049,02797,420,641108,469,668(27,304,190)81,165,478—

S-4

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Arbor TerraceSunnyvale, CA—19791779,057,30018,483,64213,187,2479,057,30031,670,88940,728,189(24,481,933)16,246,256—
Arches, TheSunnyvale, CA—197441026,650,00062,850,00015,685,97726,650,00078,535,977105,185,977(34,669,178)70,516,799—
Artisan on SecondLos Angeles, CA—20081188,000,40036,074,6002,805,2948,000,40038,879,89446,880,294(18,009,181)28,871,113—
Artistry Emeryville (fka Emeryville)Emeryville, CA—199426712,300,00061,466,2679,843,81712,300,00071,310,08483,610,084(32,323,930)51,286,154—
AtelierBrooklyn, NYG201512032,401,68047,135,4321,091,75732,401,68048,227,18980,628,869(15,712,454)64,916,415—
Axis at Shady GroveRockville, MD—201636614,745,77490,503,831917,56714,745,77491,421,398106,167,172(24,584,449)81,582,723—
Azure (fka Mission Bay-Block 13)San Francisco, CA—201527332,855,115153,566,8412,170,01532,855,115155,736,856188,591,971(48,623,946)139,968,025—
Bay HillLong Beach, CA—20021607,600,00027,437,2394,964,9547,600,00032,402,19340,002,193(21,835,777)18,166,416—
Beatrice, TheNew York, NY—2010302114,351,405165,648,5953,995,875114,351,405169,644,470283,995,875(73,548,689)210,447,186—
Bella Vista I, II, III CombinedWoodland Hills, CA—2003-200757931,682,754121,095,78615,188,78831,682,754136,284,574167,967,328(83,555,036)84,412,292—
Belle Arts Condominium Homes, LLCBellevue, WA—2000163,158236,1572,09863,158238,255301,413(124,113)177,300—
Belle FontaineMarina Del Rey, CA—20031029,098,80828,701,1923,444,5639,098,80832,145,75541,244,563(14,408,672)26,835,891—
Breakwater at Marina Del ReyMarina Del Rey, CA—1964-1969224—73,189,2623,136,929—76,326,19176,326,191(32,636,843)43,689,348—
Briarwood (CA)Sunnyvale, CA—19851929,991,50022,247,27813,063,3319,991,50035,310,60945,302,109(23,585,266)21,716,843—
Brodie, TheWestminster, CO—20163128,639,90479,257,1301,753,5078,639,90481,010,63789,650,541(20,858,102)68,792,439—
Brooklyner, The (fka 111 Lawrence)Brooklyn, NYG201049040,099,922221,438,6316,118,63440,099,922227,557,265267,657,187(101,708,858)165,948,329—
C on PicoLos Angeles, CA—20149417,125,76628,074,234704,76817,125,76628,779,00245,904,768(9,424,001)36,480,767—
Carlyle MillAlexandria, VA—200231710,000,00051,367,91312,565,53210,000,00063,933,44573,933,445(44,576,313)29,357,132—
Carmel TerraceSan Diego, CA—1988-19893842,288,30020,596,28121,048,6102,288,30041,644,89143,933,191(33,112,960)10,820,231—
CascadeSeattle, WAG201747723,751,564149,406,9571,129,02523,751,564150,535,982174,287,546(38,651,067)135,636,479—
Centennial (fka Centennial Court & Centennial Tower)Seattle, WAG1991/20014089,700,00070,080,37817,577,9049,700,00087,658,28297,358,282(58,180,900)39,177,382—
Centre Club CombinedOntario, CA—1994 & 20024127,436,00033,014,78912,451,3047,436,00045,466,09352,902,093(34,033,011)18,869,082—
Chelsea SquareRedmond, WA—19911133,397,1009,289,0743,370,6763,397,10012,659,75016,056,850(10,679,531)5,377,319—
Chloe on Madison (fka 1401 E. Madison)Seattle, WAG201913710,401,95853,913,565109,17110,401,95854,022,73664,424,694(9,225,790)55,198,904—
Chloe on Union (fka Chloe)Seattle, WAG201011714,835,57139,359,6503,301,07314,835,57142,660,72357,496,294(11,890,890)45,605,404—
Church CornerCambridge, MAG1987855,220,00016,744,6433,816,8355,220,00020,561,47825,781,478(14,047,556)11,733,922—
Circa FitzsimonsDenver, CO—20202809,241,40086,070,796625,6729,241,40086,696,46895,937,868(11,403,217)84,534,651—
City Gate at Cupertino (fka Cupertino)Cupertino, CA—199831140,400,00095,937,0468,960,91740,400,000104,897,963145,297,963(44,848,845)100,449,118—
City Square Bellevue (fka Bellevue)Bellevue, WAG199819115,100,00041,876,2575,710,37315,100,00047,586,63062,686,630(20,232,213)42,454,417—
Clarendon, TheArlington, VAG200529230,400,340103,824,6605,885,17330,400,340109,709,833140,110,173(51,014,797)89,095,376—
Cleo, TheLos Angeles, CA—1989926,615,46714,829,3354,785,2946,615,46719,614,62926,230,096(12,188,753)14,041,343—
Cleveland HouseWashington, D.C.—195321418,300,00066,392,4149,164,22018,300,00075,556,63493,856,634(31,747,411)62,109,223—
Connecticut HeightsWashington, D.C.—197451827,600,000114,002,29512,080,36827,600,000126,082,663153,682,663(53,418,758)100,263,905—
Corcoran House at DuPont Circle (fka DuPont Circle)Washington, D.C.G196113813,500,00026,913,1135,223,94213,500,00032,137,05545,637,055(14,041,548)31,595,507—
Courthouse PlazaArlington, VAG1990396—87,386,0249,408,049—96,794,07396,794,073(42,702,367)54,091,706—
Creekside (San Mateo)San Mateo, CA—19851929,606,60021,193,2326,417,1249,606,60027,610,35637,216,956(23,016,852)14,200,104—
Cronins LandingWaltham, MAG199828132,300,00085,119,32416,618,71132,300,000101,738,035134,038,035(44,049,990)89,988,045—
Crystal PlaceArlington, VA—198618117,200,00047,918,9756,465,46417,200,00054,384,43971,584,439(23,323,848)48,260,591—
Dalton, TheAlexandria, VAG201827022,947,77795,334,754520,38422,947,77795,855,138118,802,915(18,310,220)100,492,695—
Deerwood (SD)San Diego, CA—19903162,082,09518,739,81518,736,3712,082,09537,476,18639,558,281(34,569,639)4,988,642—
Del Mar RidgeSan Diego, CA—19981817,801,82436,948,1769,128,6797,801,82446,076,85553,878,679(23,465,530)30,413,149—
Eagle CanyonChino Hills, CA—19852521,808,90016,274,36113,396,9311,808,90029,671,29231,480,192(25,455,777)6,024,415—
Edge, The (fka 4885 Edgemoor Lane)Bethesda, MD—2021154—72,836,85147,591—72,884,44272,884,442(7,419,177)65,465,265—
Edgemont at Bethesda MetroBethesda, MD—198912313,092,55243,907,4485,501,63713,092,55249,409,08562,501,637(22,196,226)40,305,411—

S-5

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Emerson PlaceBoston, MAG196244414,855,00057,566,63639,564,18414,855,00097,130,820111,985,820(80,591,213)31,394,607—
Encore at Sherman Oaks, TheSherman Oaks, CA—19881748,700,00025,446,0035,534,7418,700,00030,980,74439,680,744(15,446,990)24,233,754—
Estancia at Santa Clara (fka Santa Clara)Santa Clara, CA—2000450—123,759,80410,018,382—133,778,186133,778,186(54,209,519)79,568,667—
Eviva on CherokeeDenver, CO—201727410,507,626100,037,2042,351,48910,507,626102,388,693112,896,319(22,757,962)90,138,357—
FloraAustin, TX—20191945,733,08832,343,349709,5615,733,08833,052,91038,785,998(6,108,471)32,677,527—
Fremont CenterFremont, CAG200232225,800,00078,753,1149,001,77125,800,00087,754,885113,554,885(37,054,339)76,500,546—
Gaithersburg StationGaithersburg, MDG201340017,500,00074,678,9176,895,45117,500,00081,574,36899,074,368(32,497,818)66,576,550—
Gateway at Malden CenterMalden, MAG19882039,209,78025,722,66619,657,3309,209,78045,379,99654,589,776(34,108,785)20,480,991—
Geary Court YardSan Francisco, CA—19901651,722,40015,471,4296,820,5081,722,40022,291,93724,014,337(19,281,906)4,732,431—
GirardBoston, MAG2016160—102,450,3281,322,917—103,773,245103,773,245(26,132,043)77,641,202—
Hampshire PlaceLos Angeles, CA—198925910,806,00030,335,33012,691,79910,806,00043,027,12953,833,129(26,984,424)26,848,705—
Harbor StepsSeattle, WAG200076159,403,601158,829,43260,387,65059,403,601219,217,082278,620,683(133,704,499)144,916,184—
HathawayLong Beach, CA—19873852,512,50022,611,91216,834,4162,512,50039,446,32841,958,828(33,365,015)8,593,813—
Helios (fka 2nd+Pine)Seattle, WAG201739818,061,674206,762,5911,391,96918,061,674208,154,560226,216,234(53,149,822)173,066,412—
Heritage at Stone RidgeBurlington, MA—200518010,800,00031,808,3356,898,87110,800,00038,707,20649,507,206(23,082,304)26,424,902—
Heritage RidgeLynwood, WA—19991976,895,00018,983,5975,865,4066,895,00024,849,00331,744,003(16,027,471)15,716,532—
HesbyNorth Hollywood, CA—201330823,299,892102,700,1083,620,38123,299,892106,320,489129,620,381(39,156,702)90,463,679—
Highlands at South PlainfieldSouth Plainfield, NJ—200025210,080,00037,526,9124,075,51510,080,00041,602,42751,682,427(26,247,074)25,435,353—
HikariLos Angeles, CAG20071289,435,76032,564,2402,625,3789,435,76035,189,61844,625,378(16,167,679)28,457,699—
Hudson CrossingNew York, NYG200325923,420,00069,977,6995,378,86323,420,00075,356,56298,776,562(48,829,162)49,947,400—
Hudson PointeJersey City, NJG20031825,350,00041,114,0748,918,2775,350,00050,032,35155,382,351(34,040,770)21,341,581—
Huxley, TheRedwood City, CA—201813718,775,02889,336,651555,11518,775,02889,891,766108,666,794(16,805,781)91,861,013—
Indie Deep EllumDallas, TXG202023112,253,50363,853,833901,50112,253,50364,755,33477,008,837(8,878,139)68,130,698—
Ivory WoodBothell, WA—20001442,732,80013,888,2825,558,6252,732,80019,446,90722,179,707(11,427,052)10,752,655—
Jia (fka Chinatown Gateway)Los Angeles, CAG201428014,791,83178,286,4232,962,87514,791,83181,249,29896,041,129(33,138,562)62,902,567—
Junction 47 (fka West Seattle)Seattle, WAG201520611,726,30556,581,6651,152,88111,726,30557,734,54669,460,851(19,405,411)50,055,440—
Juniper Sandy SpringsSandy Springs, GA—20172308,668,70064,989,813716,3758,668,70065,706,18874,374,888(8,984,522)65,390,366—
Kelvin, The (fka Modera)Irvine, CA—201519415,521,55264,853,4481,566,63215,521,55266,420,08081,941,632(22,771,191)59,170,441—
KilbyFrisco, TX—20202586,431,94064,187,474617,3876,431,94064,804,86171,236,801(9,248,837)61,987,964—
Laguna ClaraSanta Clara, CA—197222210,441,99422,572,84337,440,15910,441,99460,013,00270,454,996(23,986,326)46,468,670—
Laguna Clara IISanta Clara, CA—(F)—3,200,42674,835,894—3,200,42674,835,89478,036,320—78,036,320—
Landings at Port ImperialW. New York, NJ—199927627,246,04537,741,04918,166,95927,246,04555,908,00883,154,053(42,240,676)40,913,377—
LaneSeattle, WAG201921713,142,94671,942,751433,09313,142,94672,375,84485,518,790(13,223,818)72,294,972—
Lex, TheSan Jose, CA—201738721,817,512158,778,5982,422,04221,817,512161,200,640183,018,152(33,432,604)149,585,548—
Liberty ParkBraintree, MA—20002025,977,50426,749,1119,311,4435,977,50436,060,55442,038,058(25,793,896)16,244,162—
Liberty TowerArlington, VAG200823516,382,82283,817,0789,377,04316,382,82293,194,121109,576,943(45,138,808)64,438,135—
Lincoln HeightsQuincy, MA—19913365,928,40033,595,26217,591,6885,928,40051,186,95057,115,350(44,339,403)12,775,947—
Lofts at Kendall Square (fka Kendall Square)Cambridge, MA—199818618,696,67478,445,6578,634,53718,696,67487,080,194105,776,868(37,626,154)68,150,714—
Lofts at Kendall Square ll (fka 249 Third Street)Cambridge, MAG2019844,603,32644,187,266318,5404,603,32644,505,80649,109,132(7,430,067)41,679,065—
Longacre HouseNew York, NYG200029373,170,04553,962,5107,667,75373,170,04561,630,263134,800,308(34,732,681)100,067,627—
Longfellow PlaceBoston, MAG197571038,264,917132,175,915109,245,67838,264,917241,421,593279,686,510(191,850,552)87,835,958—
Luna Upper WestsideAtlanta, GA—202034514,847,420108,325,394593,39014,847,420108,918,784123,766,204(13,248,308)110,517,896—
MadoxJersey City, NJG20131319,679,63564,594,2051,645,4569,679,63566,239,66175,919,296(15,369,145)60,550,151—

S-6

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
MantenaNew York, NYG20129822,346,51361,501,1582,188,99222,346,51363,690,15086,036,663(26,550,412)59,486,251—
Mara Pacific BeachSan Diego, CAG202017225,360,68287,755,4291,410,01425,360,68289,165,443114,526,125(9,204,461)105,321,664—
Marina 41 (fka Marina Del Rey)Marina Del Rey, CA—1973623—168,842,44212,614,637—181,457,079181,457,079(78,411,305)103,045,774—
Mariposa at Playa Del Rey (fka Playa Del Rey)Playa Del Rey, CA—200435460,900,00089,311,48214,223,57960,900,000103,535,061164,435,061(42,508,058)121,927,003—
Market Street VillageSan Diego, CA—200622913,740,00040,757,3013,472,33213,740,00044,229,63357,969,633(26,991,272)30,978,361—
Marlowe (fka Oakwood Crystal City)Arlington, VA—198716215,400,00035,474,3366,261,34015,400,00041,735,67657,135,676(18,198,660)38,937,016—
Milano LoftsLos Angeles, CAG1925/2006998,125,21627,378,7845,530,3168,125,21632,909,10041,034,316(14,623,666)26,410,650—
Mill CreekMilpitas, CA—199151612,858,69357,168,50320,302,96512,858,69377,471,46890,330,161(53,791,805)36,538,356—
MiloDenver, CO—202031915,957,975153,331,3581,631,73815,957,975154,963,096170,921,071(15,719,277)155,201,794—
Mosaic at MetroHyattsville, MD—2008260—59,580,8982,376,256—61,957,15461,957,154(32,149,923)29,807,231—
Mountain View RedevelopmentMountain View, CA—(F)——2,690,285——2,690,2852,690,285—2,690,285—
Mozaic at Union StationLos Angeles, CA—20072728,500,00052,529,4465,360,5658,500,00057,890,01166,390,011(33,745,465)32,644,546—
Murray Hill Tower (fka Murray Hill)New York, NYG197427075,800,000102,705,40115,903,32875,800,000118,608,729194,408,729(52,828,918)141,579,811—
Next on SixthLos Angeles, CAG201739852,509,906136,635,6501,404,64652,509,906138,040,296190,550,202(29,659,205)160,890,997—
North Pier at HarborsideJersey City, NJ—20032974,000,15994,290,59014,655,2704,000,159108,945,860112,946,019(69,398,688)43,547,331—
NorthglenValencia, CA—19882349,360,00020,778,5538,016,3299,360,00028,794,88238,154,882(21,634,092)16,520,790—
NorthparkBurlingame, CA—197251038,607,00077,472,21720,077,27738,607,00097,549,494136,156,494(54,387,642)81,768,852—
Oak Park CombinedAgoura Hills, CA—1989 & 19904443,390,70030,517,27413,167,8823,390,70043,685,15647,075,856(39,986,282)7,089,574—
OaksSanta Clarita, CA—200052023,400,00061,020,43818,187,52623,400,00079,207,964102,607,964(50,232,040)52,375,924—
Ocean CrestSolana Beach, CA—19861465,111,20011,910,4385,778,6895,111,20017,689,12722,800,327(14,730,437)8,069,890—
Odin (fka Tallman)Seattle, WA—201530116,807,51964,519,515827,64916,807,51965,347,16482,154,683(21,646,607)60,508,076—
Olivian at the RealmLewisville, TX—202142114,854,564109,313,5711,162,94014,854,564110,476,511125,331,075(12,312,825)113,018,250—
One Henry AdamsSan Francisco, CAG201624130,224,393139,704,1461,286,61830,224,393140,990,764171,215,157(39,511,777)131,703,380—
One India Street (fka Oakwood Boston)Boston, MAG19019422,200,00028,672,9797,294,98822,200,00035,967,96758,167,967(16,671,590)41,496,377—
OspreyAtlanta, GAG202032018,121,932116,950,910795,01018,121,932117,745,920135,867,852(13,708,059)122,159,793—
Pacific PlaceLos Angeles, CA—200843032,250,000110,750,0009,450,10032,250,000120,200,100152,450,100(46,424,357)106,025,743—
Packard BuildingSeattle, WAG2010615,911,04119,954,9591,559,2435,911,04121,514,20227,425,243(7,229,644)20,195,599—
Parc 77New York, NYG190313740,504,00018,025,6797,970,35840,504,00025,996,03766,500,037(17,581,457)48,918,580—
Parc CameronNew York, NYG192716637,600,0009,855,5978,449,29437,600,00018,304,89155,904,891(13,879,196)42,025,695—
Parc ColiseumNew York, NYG191017752,654,00023,045,75110,770,84352,654,00033,816,59486,470,594(23,394,106)63,076,488—
Parc East TowersNew York, NYG1977324102,163,000108,989,40215,586,244102,163,000124,575,646226,738,646(74,316,340)152,422,306—
Parc on Powell (fka Parkside at Emeryville)Emeryville, CAG201517316,667,05965,473,3373,310,71316,667,05968,784,05085,451,109(22,819,414)62,631,695—
Park ConnecticutWashington, D.C.—200014213,700,00059,087,5195,912,74713,700,00065,000,26678,700,266(25,595,262)53,105,004—
Park West (CA)Los Angeles, CA—1987/19904443,033,50027,302,38315,665,9503,033,50042,968,33346,001,833(37,830,238)8,171,595—
ParksideUnion City, CA—19792086,246,70011,827,4539,034,6966,246,70020,862,14927,108,849(16,929,525)10,179,324—
Pearl, The (WA)Seattle, WAG2008806,972,58526,527,4151,496,1436,972,58528,023,55834,996,143(9,753,976)25,242,167—
Pearl MDR (fka Oakwood Marina Del Rey)Marina Del Rey, CAG1969597—120,795,35925,387,707—146,183,066146,183,066(58,974,843)87,208,223—
PegasusLos Angeles, CAG1949/200332218,094,05281,905,94811,486,17518,094,05293,392,123111,486,175(45,871,998)65,614,177—
Penman, TheAtlanta, GAG20232629,942,04368,917,572413,3009,942,04369,330,87279,272,915(3,261,263)76,011,652—
PortofinoChino Hills, CA—19891763,572,40014,660,9945,368,1963,572,40020,029,19023,601,590(16,858,559)6,743,031—
Portofino (Val)Valencia, CA—19892168,640,00021,487,1267,133,4848,640,00028,620,61037,260,610(22,054,016)15,206,594—
Portside TowersJersey City, NJG1992-199752722,487,00696,842,91331,772,57022,487,006128,615,483151,102,489(108,369,349)42,733,140—
Potrero 1010San Francisco, CAG201645340,830,011181,924,4632,633,92140,830,011184,558,384225,388,395(56,411,881)168,976,514—

S-7

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Prado (fka Glendale)Glendale, CA—1988264—67,977,3137,812,571—75,789,88475,789,884(32,306,839)43,483,045—
Prime, TheArlington, VA—200228134,625,00077,879,74011,451,37834,625,00089,331,118123,956,118(45,403,647)78,552,471—
Prism at Park Avenue South (fka 400 Park Avenue South)New York, NYG201526976,292,169171,812,112480,76976,292,169172,292,881248,585,050(58,984,500)189,600,550—
Promenade at Town Center I & IIValencia, CA—200156428,200,00069,795,91519,178,54928,200,00088,974,464117,174,464(57,965,755)59,208,709—
ProvidenceBothell, WA—20002003,573,62119,055,5056,956,8423,573,62126,012,34729,585,968(16,594,365)12,991,603—
Quarry HillsQuincy, MA—200631626,900,00084,411,1627,884,80126,900,00092,295,963119,195,963(38,628,384)80,567,579—
Radiant Fairfax RidgeFairfax, VA—20162137,352,54763,018,744763,3367,352,54763,782,08071,134,627(9,407,562)61,727,065—
Radius UptownDenver, CO—201737213,644,960121,899,0842,684,83513,644,960124,583,919138,228,879(30,154,484)108,074,395—
Redmond CourtBellevue, WA—197720610,300,00033,488,7455,757,28410,300,00039,246,02949,546,029(16,909,272)32,636,757—
Regency PalmsHuntington Beach, CA—19693101,857,40016,713,2549,768,8971,857,40026,482,15128,339,551(23,045,040)5,294,511—
Reserve at Burlington, TheBurlington, MA—201927020,250,000114,476,9331,192,80420,250,000115,669,737135,919,737(14,832,668)121,087,069—
Reserve at Clarendon Centre, TheArlington, VAG200325210,500,00052,812,9357,497,24410,500,00060,310,17970,810,179(41,008,914)29,801,265—
Reserve at Eisenhower, TheAlexandria, VA—20022266,500,00034,585,0596,366,4356,500,00040,951,49447,451,494(28,643,944)18,807,550—
Reserve at Empire LakesRancho Cucamonga, CA—200546716,345,00073,080,67014,209,26416,345,00087,289,934103,634,934(51,335,751)52,299,183—
Reserve at Fairfax CornerFairfax, VA—200165215,804,05763,129,05016,050,76215,804,05779,179,81294,983,869(57,156,000)37,827,869—
Reserve at Mountain View (fka Mountain View)Mountain View, CA—196518027,000,00033,029,6059,940,76527,000,00042,970,37069,970,370(20,306,708)49,663,662—
Reserve at Potomac YardAlexandria, VA—200258811,918,91768,862,64122,487,72211,918,91791,350,363103,269,280(61,488,868)41,780,412—
Reserve at Town Center I-III (WA)Mill Creek, WAG2001, 2009, 201458416,768,70577,623,66414,491,40116,768,70592,115,065108,883,770(50,723,769)58,160,001—
Rianna I & IISeattle, WAG2000/20021564,430,00029,298,0964,922,3044,430,00034,220,40038,650,400(17,048,020)21,602,380—
Richmond RowSuwanee, GA—202334410,030,00888,340,2637,07510,030,00888,347,33898,377,346(2,992,401)95,384,945—
Ridgewood Village I&IISan Diego, CA—199740811,809,50034,004,0488,600,91311,809,50042,604,96154,414,461(34,187,275)20,227,186—
Riva Terra I (fka Redwood Shores)Redwood City, CA—198630434,963,35584,587,65810,990,94934,963,35595,578,607130,541,962(42,139,194)88,402,768—
Riva Terra II (fka Harborside)Redwood City, CA—198614917,136,64540,536,5315,308,29217,136,64545,844,82362,981,468(19,195,628)43,785,840—
RiverparkRedmond, WAG200932114,355,00080,894,0496,478,67714,355,00087,372,726101,727,726(39,802,428)61,925,298—
Rivington, TheHoboken, NJ—199924034,340,640112,112,1526,247,02534,340,640118,359,177152,699,817(29,568,763)123,131,054—
Rivington II, TheHoboken, NJ—(F)——882,999——882,999882,999—882,999—
Rosecliff IIQuincy, MA—20051304,922,84030,202,1603,144,8954,922,84033,347,05538,269,895(15,693,941)22,575,954—
Sakura CrossingLos Angeles, CAG200923014,641,99042,858,0102,295,77814,641,99045,153,78859,795,778(21,869,195)37,926,583—
Savanna Nine MileErie, CO—20222879,386,04898,792,001327,0829,386,04899,119,083108,505,131(6,144,916)102,360,215—
SaxtonSeattle, WAG201932538,805,400128,652,0231,017,50738,805,400129,669,530168,474,930(24,464,893)144,010,037—
Sheffield CourtArlington, VA—19865973,342,38131,337,33228,451,6373,342,38159,788,96963,131,350(49,017,026)14,114,324—
Siena TerraceLake Forest, CA—19883568,900,00024,083,02410,161,9478,900,00034,244,97143,144,971(28,124,403)15,020,568—
SkycrestValencia, CA—199926410,560,00025,574,4577,261,50810,560,00032,835,96543,395,965(25,008,353)18,387,612—
Skyhouse SouthAtlanta, GAG201432014,182,277101,911,477865,62514,182,277102,777,102116,959,379(14,711,876)102,247,503—
SkylarkUnion City, CA—19861741,781,60016,731,9166,385,7651,781,60023,117,68124,899,281(19,266,032)5,633,249—
SkyviewRancho Santa Margarita, CA—19992603,380,00021,952,8637,822,2333,380,00029,775,09633,155,096(23,882,860)9,272,236—
SoMa IISan Francisco, CA—(F)—29,406,6065,946,220—29,406,6065,946,22035,352,826—35,352,826—
Sonterra at Foothill RanchFoothill Ranch, CA—19973007,503,40024,048,5077,306,2417,503,40031,354,74838,858,148(26,411,678)12,446,470—
South City Station (fka South San Francisco)San Francisco, CAG200736868,900,00079,476,86111,170,17368,900,00090,647,034159,547,034(37,427,408)122,119,626—
SouthwoodPalo Alto, CA—19851006,936,60014,324,0699,166,2066,936,60023,490,27530,426,875(17,886,037)12,540,838—
SpringlineSeattle, WAG20161369,163,66747,910,981925,5849,163,66748,836,56558,000,232(13,738,227)44,262,005—
Square OneSeattle, WA—20141127,222,54426,277,456585,3007,222,54426,862,75634,085,300(9,806,190)24,279,110—
STOALos Angeles, CAG201723725,326,04879,976,031798,00225,326,04880,774,033106,100,081(17,730,242)88,369,839—

S-8

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Ten23 (fka 500 West 23rd Street)New York, NYG2011111—58,881,8731,884,314—60,766,18760,766,187(24,816,731)35,949,456—
Terraces, TheSan Francisco, CAG197511714,087,61016,314,1513,404,65014,087,61019,718,80133,806,411(10,311,675)23,494,736—
TheoDenver, COG201827515,322,049122,105,8225,725,51215,322,049127,831,334143,153,383(14,436,596)128,716,787—
Third SquareCambridge, MAG2008/200947126,767,171218,822,72814,058,56126,767,171232,881,289259,648,460(119,293,842)140,354,618—
Three20Seattle, WAG20131347,030,76629,005,7621,201,1697,030,76630,206,93137,237,697(11,923,729)25,313,968—
ToscanaIrvine, CA—1991/199356339,410,00050,806,07229,210,95139,410,00080,017,023119,427,023(59,755,687)59,671,336—
Town Square at Mark Center I&IIAlexandria, VA—199667839,928,464141,208,32118,935,29439,928,464160,143,615200,072,079(93,729,565)106,342,514—
Troy BostonBoston, MAG201537834,641,051181,607,3313,949,39634,641,051185,556,727220,197,778(46,837,498)173,360,280—
Urbana (fka Market Street Landing)Seattle, WAG201428912,542,41875,800,0904,048,21512,542,41879,848,30592,390,723(31,470,273)60,920,450—
Uwajimaya VillageSeattle, WA—20021768,800,00022,188,2888,465,5218,800,00030,653,80939,453,809(17,843,046)21,610,763—
Vantage HollywoodLos Angeles, CA—198729842,580,32656,014,6744,599,57342,580,32660,614,247103,194,573(22,544,861)80,649,712—
VeloceRedmond, WAG200932215,322,72476,176,5948,572,96915,322,72484,749,563100,072,287(33,927,756)66,144,531—
Venue at the PromenadeCastle Rock, CO—20173128,355,04883,752,6891,003,3708,355,04884,756,05993,111,107(18,249,114)74,861,993—
Verde Condominium Homes (fka Mission Verde, LLC)San Jose, CA—19861085,190,7009,679,1095,728,3635,190,70015,407,47220,598,172(12,866,340)7,731,832—
Veridian (fka Silver Spring)Silver Spring, MDG200945718,539,817130,407,3656,431,67218,539,817136,839,037155,378,854(67,886,445)87,492,409—
VersaillesWoodland Hills, CA—199125312,650,00033,656,2929,427,31912,650,00043,083,61155,733,611(30,740,341)24,993,270—
Versailles (K-Town)Los Angeles, CA—200822510,590,97544,409,0252,831,89910,590,97547,240,92457,831,899(24,671,051)33,160,848—
Victor on VeniceLos Angeles, CAG200611510,350,00035,433,4375,139,71510,350,00040,573,15250,923,152(22,756,285)28,166,867—
Villa SolanaLaguna Hills, CA—19842721,665,10014,985,67714,066,7231,665,10029,052,40030,717,500(26,497,536)4,219,964—
Village at Del Mar Heights, The (fka Del Mar Heights)San Diego, CA—198616815,100,00040,859,3964,646,58415,100,00045,505,98060,605,980(20,011,239)40,594,741—
Vintage at 425 Broadway (fka Promenade)Santa Monica, CAG1934/2001609,000,00013,961,5232,140,4939,000,00016,102,01625,102,016(7,324,017)17,777,999—
Virginia SquareArlington, VAG2002231—85,940,0036,852,413—92,792,41692,792,416(39,956,244)52,836,172—
Vista 99 (fka Tasman)San Jose, CA—201655427,709,329177,556,9483,300,16327,709,329180,857,111208,566,440(55,894,410)152,672,030—
Vista Del LagoMission Viejo, CA—1986-19886084,525,80040,736,29326,012,8804,525,80066,749,17371,274,973(59,975,988)11,298,985—
Walden ParkCambridge, MA—196623212,448,88852,044,4485,648,65112,448,88857,693,09970,141,987(29,126,694)41,015,293—
Water Park TowersArlington, VA—198936234,400,000108,485,85916,536,07634,400,000125,021,935159,421,935(53,904,806)105,517,129—
Watertown SquareWatertown, MAG200513416,800,00034,074,0564,705,82316,800,00038,779,87955,579,879(15,601,180)39,978,699—
Weaver, TheAustin, TXG202025025,405,23269,552,640942,68425,405,23270,495,32495,900,556(8,810,968)87,089,588—
West 96thNew York, NYG198720984,800,00067,055,5019,095,79184,800,00076,151,292160,951,292(34,550,051)126,401,241—
West End Apartments (fka Emerson Place/CRP II)Boston, MAG2008310469,546163,123,0227,092,334469,546170,215,356170,684,902(90,900,140)79,784,762—
Westchester at RockvilleRockville, MD—200919210,600,00044,135,2072,491,89810,600,00046,627,10557,227,105(18,960,439)38,266,666—
WesterlyDallas, TXG202133111,958,82979,169,818808,75411,958,82979,978,57291,937,401(10,797,996)81,139,405—
WestmontNew York, NYG198616364,900,00061,143,2598,038,32764,900,00069,181,586134,081,586(29,972,941)104,108,645—
WestsideLos Angeles, CA—200420434,200,00056,962,6304,437,07934,200,00061,399,70995,599,709(25,691,497)69,908,212—
Windridge (CA)Laguna Niguel, CA—19893442,662,90023,985,49714,863,7832,662,90038,849,28041,512,180(35,333,767)6,178,413—
Wisconsin PlaceChevy Chase, MD—2009432—172,089,3552,425,504—174,514,859174,514,859(71,043,768)103,471,091—
WoodleafCampbell, CA—19841788,550,60016,988,1837,932,6418,550,60024,920,82433,471,424(20,333,249)13,138,175—
Zephyr on the ParkRedmond, WAG202119315,637,10689,964,029508,23715,637,10690,472,266106,109,372(10,350,495)95,758,877—
Management BusinessN/A—(D)———146,900,379—146,900,379146,900,379(117,346,461)29,553,918—
Operating PartnershipN/A—(F)——5,381,683——5,381,6835,381,683—5,381,683—
OtherN/A—————139,699—139,699139,699(107,085)32,614—
Wholly Owned Unencumbered68,9164,803,002,68717,835,391,7312,162,596,5394,803,002,68719,997,988,27024,800,990,957(8,491,300,503)16,309,690,454—

S-9

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Wholly Owned Encumbered:
1111 Belle Pre (fka The Madison)Alexandria, VAG201436018,937,70294,758,6792,129,01118,937,70296,887,690115,825,392(38,064,593)77,760,79986,423,543
300 East 39th (fka East 39th)New York, NYG200125448,900,00096,174,6398,535,81648,900,000104,710,455153,610,455(44,008,723)109,601,73261,781,539
303 East 83rd (fka Camargue)New York, NYG197626179,400,00079,122,62414,669,73779,400,00093,792,361173,192,361(42,481,189)130,711,172(H)
Artisan SquareNorthridge, CA—20021407,000,00020,537,3593,027,2587,000,00023,564,61730,564,617(16,607,074)13,957,54335,662,809
AvantiAnaheim, CA—198716212,960,00018,497,6834,712,43912,960,00023,210,12236,170,122(14,816,612)21,353,51028,073,517
Avenir ApartmentsBoston, MAG2009241—114,321,6198,511,355—122,832,974122,832,974(50,573,694)72,259,280850,000
Baxter Decatur, TheDecatur, GA—201929011,783,86070,317,555146,48811,783,86070,464,04382,247,903(3,698,478)78,549,42542,120,891
City PointeFullerton, CAG20041836,863,79236,476,2085,969,7176,863,79242,445,92549,309,717(21,723,936)27,585,78139,664,995
ElevéGlendale, CAG201320814,080,56056,419,4401,898,51014,080,56058,317,95072,398,510(22,068,088)50,330,42238,438,100
FairchaseFairfax, VA—200739223,500,00087,722,3214,395,43923,500,00092,117,760115,617,760(36,947,609)78,670,151(H)
Flats at DuPont CircleWashington, D.C.—196730635,200,000108,768,1986,119,37335,200,000114,887,571150,087,571(45,726,981)104,360,590(H)
GloLos Angeles, CAG200820116,047,02348,650,9634,749,78516,047,02353,400,74869,447,771(25,591,509)43,856,26233,040,681
Heights on Capitol HillSeattle, WAG20061045,425,00021,138,0282,561,6025,425,00023,699,63029,124,630(14,248,969)14,875,66122,611,034
Kelvin Court (fka Alta Pacific)Irvine, CA—200813210,752,14534,846,8562,901,43110,752,14537,748,28748,500,432(19,504,163)28,996,26926,274,230
Kenwood MewsBurbank, CA—199114114,100,00024,662,8834,645,39814,100,00029,308,28143,408,281(18,949,257)24,459,02437,664,400
La Terrazza at Colma StationColma, CAG2005155—41,251,0445,164,137—46,415,18146,415,181(26,522,851)19,892,33025,050,483
Lindley ApartmentsEncino, CA—20041295,805,00025,705,0004,920,6375,805,00030,625,63736,430,637(14,344,051)22,086,58628,071,118
Lofts 590Arlington, VA—200521220,100,00067,909,0232,030,80520,100,00069,939,82890,039,828(27,620,612)62,419,21643,082,769
Longview PlaceWaltham, MA—200434820,880,00090,255,50915,894,42920,880,000106,149,938127,029,938(65,958,574)61,071,36484,368,535
Mark on 8thSeattle, WAG201617423,004,38751,116,647807,15323,004,38751,923,80074,928,187(14,084,735)60,843,452(H)
Metro on FirstSeattle, WAG20021068,540,00012,209,9814,839,6288,540,00017,049,60925,589,609(9,954,415)15,635,19421,514,520
ModaSeattle, WAG200925112,649,22836,842,0122,990,54512,649,22839,832,55752,481,785(20,236,076)32,245,709(I)
Montierra (CA)San Diego, CA—19902728,160,00029,360,93815,884,2778,160,00045,245,21553,405,215(31,866,121)21,539,09461,087,211
NotchNewcastle, WA—20201585,463,32443,490,989490,1305,463,32443,981,11949,444,443(7,198,601)42,245,842(H)
Old Town LoftsRedmond, WAG20141497,740,46744,146,1811,406,9757,740,46745,553,15653,293,623(15,844,032)37,449,59135,607,063
Olympus TowersSeattle, WAG200032814,752,03473,335,42515,130,89114,752,03488,466,316103,218,350(60,604,642)42,613,70894,849,343
Park Place at San Mateo (fka San Mateo)San Mateo, CAG200157571,900,000211,907,14122,480,32271,900,000234,387,463306,287,463(98,109,758)208,177,705(H)
Red 160 (fka Redmond Way)Redmond, WAG201125015,546,37665,320,0104,155,18715,546,37669,475,19785,021,573(30,161,561)54,860,012(H)
Skyhouse DenverDenver, COG201736113,562,331126,360,3182,845,61813,562,331129,205,936142,768,267(30,901,861)111,866,40674,264,209
SoMa Square Apartments (fka South Market)San Francisco, CAG198641079,900,000177,316,97724,171,00779,900,000201,487,984281,387,984(84,134,370)197,253,614(H)
TeresinaChula Vista, CA—200044028,600,00061,916,6709,708,40228,600,00071,625,072100,225,072(44,273,739)55,951,33337,940,000
VintageOntario, CA—2005-20073007,059,23047,677,7627,293,2047,059,23054,970,96662,030,196(30,742,125)31,288,07149,187,924
West 54thNew York, NYG200122260,900,00048,193,8375,751,09460,900,00053,944,931114,844,931(24,620,479)90,224,45250,217,548
Portfolio/Entity Encumbrances (1)546,784,016
Wholly Owned Encumbered8,215709,512,4592,166,730,519220,937,800709,512,4592,387,668,3193,097,180,778(1,052,189,478)2,044,991,3001,604,630,478

S-10

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

DescriptionInitial Cost to CompanyCost Capitalized Subsequent to Acquisition (Improvements, net) (E)Gross Amount Carried at Close of Period 12/31/23
Apartment NameLocationNon-Residential ComponentsDate of ConstructionApartment UnitsLandBuilding & FixturesBuilding & FixturesLandBuilding & Fixtures (A)Total (B)Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/23Encumbrances
Partially Owned Unencumbered:
2300 ElliottSeattle, WAG199292796,8007,173,7258,206,588796,80015,380,31316,177,113(13,898,731)2,278,382—
Basin, TheWakefield, MAG(F)—35,866,37215,195,498—35,866,37215,195,49851,061,870—51,061,870—
Bellevue MeadowsBellevue, WA—19831804,507,10012,574,8148,750,8944,507,10021,325,70825,832,808(16,675,884)9,156,924—
Canyon RidgeSan Diego, CA—19891624,869,44811,955,0645,206,9794,869,44817,162,04322,031,491(14,449,448)7,582,043—
Country OaksAgoura Hills, CA—19852566,105,00029,561,8658,548,7106,105,00038,110,57544,215,575(28,244,746)15,970,829—
Lantern CoveFoster City, CA—19852326,945,00023,064,9769,338,1956,945,00032,403,17139,348,171(24,847,843)14,500,328—
Radius KoreatownLos Angeles, CA—2014/201630132,494,15484,645,2021,545,48432,494,15486,190,686118,684,840(25,090,360)93,594,480—
Reverb (fka 9th and W)Washington, D.C.G2023312—104,651,4378,620—104,660,057104,660,057(2,948,351)101,711,706—
RosecliffQuincy, MA—19901565,460,00015,721,5706,063,0525,460,00021,784,62227,244,622(17,339,132)9,905,490—
Schooner Bay IFoster City, CA—19851685,345,00020,390,6188,933,4535,345,00029,324,07134,669,071(21,365,717)13,303,354—
Schooner Bay IIFoster City, CA—19851444,550,00018,064,7648,025,1504,550,00026,089,91430,639,914(18,942,122)11,697,792—
St Johns WestAustin, TX—202029710,097,10947,928,2291,280,57210,097,10949,208,80159,305,910(9,223,103)50,082,807—
Venn at MainBellevue, WAG201635026,626,497151,520,4482,293,69726,626,497153,814,145180,440,642(38,628,434)141,812,208—
Virgil SquareLos Angeles, CA—19791425,500,00015,216,6134,425,8615,500,00019,642,47425,142,474(13,082,386)12,060,088—
Partially Owned Unencumbered2,792149,162,480557,664,82372,627,255149,162,480630,292,078779,454,558(244,736,257)534,718,301—
Partially Owned Encumbered:
Canyon Creek (CA)San Ramon, CA—19842685,425,00018,812,12110,774,5135,425,00029,586,63435,011,634(22,111,181)12,900,45328,271,943
Partially Owned Encumbered2685,425,00018,812,12110,774,5135,425,00029,586,63435,011,634(22,111,181)12,900,45328,271,943
Total Consolidated Investment in Real Estate80,191$5,667,102,626$20,578,599,194$2,466,936,107$5,667,102,626$23,045,535,301$28,712,637,927$(9,810,337,419)$18,902,300,508$1,632,902,421

(1)

See attached Encumbrances Reconciliation.

S-11

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2023

NOTES:

(A)

The balance of furniture & fixtures included in the total investment in real estate amount was $2,609,600,391 as of December 31, 2023.

(B)

The cost, net of accumulated depreciation, for Federal Income Tax purposes as of December 31, 2023 was approximately $12.7 billion (unaudited).

(C)

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

(D)

This asset consists of costs owned by the Management Business acquired/added at various acquisition dates and largely represents furniture, fixtures and equipment and computer equipment and software costs, which are generally depreciated over periods ranging from 3 to 7 years, and leasehold improvements, which are generally depreciated over the term of each respective lease.

(E)

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

(F)

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

(G)

A portion of these properties includes and/or will include non-residential components (consisting of retail and/or public parking garage operations).

(H)

See Encumbrances Reconciliation schedule.

(I)

Boot property for Bond Partnership mortgage pool.

S-12

Previous: Item 15. Exhibit and Financial Statement Schedules