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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended DECEMBER 31, 20102013
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: 1-12252 (Equity Residential)
Commission File Number: 0-24920 (ERP Operating Limited Partnership)

EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)
Maryland (Equity Residential)13-3675988 (Equity Residential)
Illinois
(ERP Operating Limited Partnership)		36-3894853 (ERP Operating Limited Partnership)
(State or Other Jurisdictionother jurisdiction of Incorporationincorporation or Organization)organization)36-3894853
(I.R.S. Employer Identification No.)
  
Two North Riverside Plaza, Chicago, Illinois
(Address 60606		(312) 474-1300
 (Address of Principal Executive Offices)principal executive offices) (Zip Code)60606
(Zip Code)Registrant's telephone number, including area code)
(312) 474-1300
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)New York Stock Exchange
Preferred Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)New York Stock Exchange
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership)New York Stock Exchange
(Title of Each Class)each class)(Name of Each Exchangeeach exchange on Which Registered)which registered)

Securities registered pursuant to Section 12(g) of the Act:

None (Equity Residential)
Units of Limited Partnership Interest
(ERP Operating Limited Partnership)
(Title of Each Class)each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ
Equity Residential Yes x    No ¨
ERP Operating Limited Partnership Yes x      No Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
Equity Residential Yes ¨    No x
ERP Operating Limited Partnership Yes ¨      No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Equity Residential Yes x    No ¨
ERP Operating Limited Partnership Yes x      No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Equity Residential Yes x    No ¨
ERP Operating Limited Partnership Yes x      No ¨

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



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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Equity Residential: 
Large accelerated filerox
Accelerated filero¨
Non-accelerated filerþSmaller reporting companyo
(Do
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
ERP Operating Limited Partnership: 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
Equity Residential Yes¨    No x
ERP Operating Limited Partnership Yes ¨      No x
The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately $20.5 billion based upon the closing price on June 30, 2013 of $58.06 using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of who may not be held to be affiliates upon judicial determination.
oThe number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on NoþFebruary 21, 2014 was 361,079,202.




























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DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference certain information tothat will be contained in Equity Residential’sResidential's Proxy Statement relating to its 20112013 Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, 2010.2013, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. Equity Residential is the general partner and 95.5%96.2% owner of ERP Operating Limited Partnership.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2013 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. 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. The following chart illustrates the Company's and the Operating Partnership's corporate structure:


EQR is the general partner of, and as of December 31, 2013 owned an approximate 96.2% ownership interest in ERPOP. The remaining 3.8% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP's day-to-day management.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, the Company receives a number of OP Units (see definition below) in the Operating Partnership equal to the number of Common Shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership, which is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ERPOP's partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to EQR and the Common Shares.
The Company believes that combining the reports on Form 10-K of EQR and ERPOP into this single report provides the following benefits:

enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Company and the Operating Partnership as one business. The management of EQR consists of the same members as the management of ERPOP.

The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company. 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's primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time and guarantees certain debt of ERPOP, as disclosed in this report. EQR 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. Except for the net proceeds from equity offerings by the Company, which are contributed

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to the capital of the Operating Partnership in exchange for additional limited partnership interests in the Operating Partnership (“OP Units”) (on a one-for-one Common Share per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from disposition of certain properties and joint ventures.

Shareholders' equity, partners' capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners' capital in the Operating Partnership's financial statements and as noncontrolling interests in the Company's financial statements. The noncontrolling interests in the Operating Partnership's financial statements include the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the Company's financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership. The differences between shareholders' equity and partners' capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity's debt, noncontrolling interests and shareholders' equity or partners' capital, as applicable; and a combined Management's Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.

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

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.

As general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.



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EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
TABLE OF CONTENTS
  PAGE
PART I.   
Item 1. PAGE
Business
7
Item 1A. 
PART I.Risk Factors
11
Item 1B.
Unresolved Staff Comments
29
Item 2.
Properties
29
Item 3.
Legal Proceedings
32
Item 4.
Mine Safety Disclosures
32
PART II.   
Item 5. 
Item 1. Business
4
Item 1A. Risk Factors
8
Item 1B. Unresolved Staff Comments
15
Item 2. Properties
15
Item 3. Legal Proceedings
17
Item 4. Reserved
17
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
33
Item 6. 18
Item 6. Selected Financial Data
34
Item 7. 19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
37
Item 7A. 21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
63
Item 8. 42
Item 8. Financial Statements and Supplementary Data
64
Item 9. 43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
65
Item 9A. 43
Item 9A. Controls and Procedures
65
Item 9B. 43
Item 9B. Other Information
44
66
PART III.   
PART III.
Item 10.		 
Item 10. Trustees, Executive Officers and Corporate Governance
67
Item 11. 45
Item 11. Executive Compensation
67
Item 12. 45
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
67
Item 13. 45
Item 13. Certain Relationships and Related Transactions, and Trustee Independence
67
Item 14. 45
Item 14. Principal Accounting Fees and Services
45
67
PART IV.   
PART IV.
Item 15.		 
Item 15. Exhibits and Financial Statement Schedules
68
 46 
 EX-12EX-10.40
EX-21 EX-12
EX-23.1 EX-21
EX-31.1 EX-23.1
EX-31.2 EX-23.2
EX-32.1 EX-31.1
 EX-31.2
 EX-31.3
 EX 31.4
 EX-32.1
EX-32.2
 EX-32.3
 EX-32.4
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

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PART I

Item 1. Business
General
          ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential (“EQR”). EQR,, a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. 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.
          EQR is one of the largest publicly traded real estate companies and is the largest publicly traded owner of multifamily properties in the United States (based on the aggregate market value of its outstanding Common Shares, the number of apartment units wholly owned and total revenues earned). The Operating Partnership’s corporate headquarters are located in Chicago, Illinois and the Operating Partnership also operates property management offices in each of its markets.
EQR is the general partner of, and as of December 31, 20102013 owned an approximate 95.5%96.2% ownership interest in, ERPOP. All of EQR’sthe Company's property ownership, development and related business operations are conducted through ERPOPthe Operating Partnership and EQR has no material assets or liabilities other than its subsidiaries. Referencesinvestment in ERPOP. EQR issues equity from time to the “Operating Partnership” include ERPOP and those entities owned or controlledtime but does not have any indebtedness as all debt is incurred by it. References to the “Company” mean EQR and 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, 2010,2013, the Operating Partnership,Company, directly or indirectly through investments in title holding entities, owned all or a portion of 451390 properties located in 1712 states and the District of Columbia consisting of 129,604109,855 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):
         
  Properties  Apartment Units 
Wholly Owned Properties  425   119,634 
Partially Owned Properties — Consolidated  24   5,232 
Military Housing  2   4,738 
       
   451   129,604 

  Properties Apartment Units
Wholly Owned Properties 362
 98,468
Master-Leased Properties – Consolidated 3
 853
Partially Owned Properties – Consolidated 19
 3,752
Partially Owned Properties – Unconsolidated 4
 1,669
Military Housing 2
 5,113
  390
 109,855

The Company's corporate headquarters are located in Chicago, Illinois and the Company also operates property management offices in each of its markets. As of December 31, 2010,2013, the Operating PartnershipCompany had approximately 4,0003,600 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.
Certain capitalized terms used herein are defined in the Notes to Consolidated Financial Statements. See also Note 1917 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’sCompany’s segment disclosures.
Available Information
You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports we file with the SEC free of charge at our website,www.equityresidential.com. These reports are made available at our website as soon as reasonably practicable after we file them with the SEC. The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.
Business Objectives and Operating and Investing Strategies
The Operating PartnershipCompany invests in high quality apartment communities located in strategically targeted markets with the goal of maximizing our risk adjusted total return (operating income plus capital appreciation) on invested capital.
We seek to maximize the income and capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. We are focused primarily on the six core coastal, high barrier to entry markets of Boston, New York, Washington DC, Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle. These markets generally feature one or more of the following characteristics that allow us to increase

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rents:
▪High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties, creating limits on new supply;
▪High home ownership costs;
▪Strong economic growth leading to job growth and household formation, which in turn leads to high demand for our apartments;
▪Urban core locations with an attractive quality of life and higher wage job categories leading to high resident demand and retention; and
▪Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments.
Our operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders. Revenue is maximized by drivingattracting qualified resident prospects to our properties, cost-effectively converting this traffic cost-effectivelythese prospects into new leases at the highest rent possible,residents and keeping our residents satisfied and renewingso they will renew their leases at yet higher rents.upon expiration. While we believe that it is our high-quality, well-located assets that bring our customers to us, it is ourthe customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.
We use technology to engage our customers in the way that they want to be engaged. Many of our residents utilize our web-based resident portal which allows them to sign and renew their leases, review their accountaccounts and make payments, provide feedback and make

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service requests on-line.
          We seek to maximize capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. These markets generally feature one or more of the following:
•High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply;
•High single family home prices making our apartments a more economical housing choice;
•Strong economic growth leading to household formation and job growth, which in turn leads to high demand for our apartments; and
•An attractive quality of life leading to high demand and retention and allowing us to more readily increase rents.
Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, securities, sales of properties and joint venture agreements and collateralized and uncollateralized borrowings.agreements. In addition, the Operating PartnershipCompany may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“OP Units”) as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. ERPOPThe Company may also acquire land parcels to hold and/or sell based on market opportunities.opportunities as well as options to buy more land in the future. The Operating PartnershipCompany may also seek to acquire properties by purchasing defaulted or distressed debt that encumbers desirable properties in the hope of obtaining title to property through foreclosure or deed-in-lieu of foreclosure proceedings. The Operating PartnershipCompany has also, in the past, converted some of its properties and sold them as condominiums but is not currently active in this line of business.
          The Operating Partnership primarily sourcesOver the funds for its new property acquisitions in its core markets with the sales proceeds from selling assets that are older or located in non-core markets. During the last fivepast several years, the Operating PartnershipCompany has done an extensive repositioning of its portfolio from low barrier to entry/non-core markets to high barrier to entry/core markets. Since 2005, the Company has sold over 97,000162,000 apartment units primarily in its non-core markets for an aggregate sales price of $7.2approximately $15.6 billion, and acquired nearly 25,000over 66,000 apartment units primarily in its core markets for approximately $5.5 billion.$19.0 billion and began approximately $4.1 billion of development projects primarily in its core markets. We are currently acquiringseeking to acquire and developingdevelop assets primarily in the following targetedsix core coastal metropolitan areas: Boston, New York, Washington DC, South Florida, Southern California, San Francisco Seattle and to a lesser extent Denver.Seattle. We also have investments (in the aggregate about 18%11.9% of our NOI)NOI at December 31, 2013) in otherthe two core markets including Atlanta, Phoenix, Portland, Oregon, New England excluding Boston, Tampa, Orlandoof South Florida and JacksonvilleDenver but do not currently intend to acquire or develop new assets in these markets. Further, we are in the process of exiting Phoenix and Orlando and will use sales proceeds from these markets to acquire and/or develop new assets and for other corporate purposes.
As part of its strategy, the Operating PartnershipCompany purchases completed and fully occupied apartment properties, partially completed or partially unoccupiedoccupied properties and takes options on land or acquires land on which apartment properties can be constructed. We intend to hold a diversified portfolio of assets across our target markets. Currently,As of December 31, 2013, no single market/metropolitan area accountsaccounted for more than 17%18.6% of our NOI, though no guarantee can be made that NOI concentration may not increase in the future.
We endeavor to attract and retain the best employees by providing them with the education, resources and opportunities to succeed. We provide many classroom and on-line training courses to assist our employees in interacting with prospects and residents as well as extensively train our customer service specialists in maintaining theour properties and improvements, equipment and appliances on our property sites.appliances. We actively promote from within and many senior corporate and property leaders have risen from entry level or junior positions. We monitor our employees’employees' engagement by surveying them annually and have consistently received high engagement scores.
We have a commitment to sustainability and consider the environmental impacts of our business activities. Sustainability and social responsibility are key drivers in our focus in creating the best apartment communities for residents to live, work and play. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. With its high density, multifamily

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housing is, by its nature, an environmentally friendly property type. Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban locations near public transportation. When developing and renovating our properties, we strive to reduce energy and water usage by investing in energy saving technology while positively impacting the experience of our residents and the value of our assets. We continue to implement a combination of irrigation, lighting, HVAC and HVACrenewable energy improvements at our properties that will reduce energy and water consumption. For additional information regarding our sustainability efforts, see our December 2013 Corporate Social Responsibility and Sustainability Report at our website, www.equityresidential.com.
Competition
All of the Company's properties are located in developed areas that include other multifamily properties. The number of competitive multifamily properties in a particular area could have a material effect on the Company's ability to lease apartment units at its properties and on the rents charged. The Company may be competing with other entities that have greater resources than the Company and whose managers have more experience than the Company's managers. In addition, other forms of rental properties and single family housing provide housing alternatives to potential residents of multifamily properties. See Item 1A. Risk Factors for additional information with respect to competition.

Archstone Transaction

On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of their respective subsidiaries completed their previously announced acquisition (the “Archstone Acquisition” or the "Archstone Transaction") from Archstone Enterprise LP (“Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings, Inc. (“Lehman”) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the “Archstone Portfolio”). As a result of the Archstone Acquisition, the Company owns assets representing approximately 60% of the Archstone Portfolio. The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR common shares of $55.99 per share) issued to the seller and the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. See Note 4 in the Notes to Consolidated Financial Statements for further discussion.
Debt and Equity Activity
EQR issues public equity from time to time and guarantees certain debt of ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. In addition, ERPOP issues OP Units and preference interests ("Preference Units") from time to time.
Please refer to Item 7,Management’s Discussion and Analysis of Financial Condition and Results of Operations,, for the Company’s and the Operating Partnership’sPartnership's Capital Structure chartcharts as of December 31, 2010.2013.

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Major Debt and Equity Activities for the Years Ended December 31, 2010, 20092013, 2012 and 20082011
During 2010:2013:
•
▪The Operating PartnershipCompany assumed as part of the Archstone Transaction $2.2 billion of mortgage debt held in two Fannie Mae loan pools, consisting of $1.2 billion collateralized by 16 properties with an interest rate of 6.256% and a maturity date of November 1, 2017 ("Pool 3") and $963.5 million collateralized by 15 properties with an interest rate of 5.883% and a maturity date of November 1, 2014 ("Pool 4").
▪The Company paid down $825.0 million of Pool 3 mortgage debt and repaid $963.5 million of Pool 4 mortgage debt.
▪The Company assumed as part of the Archstone Transaction $346.6 million of tax-exempt bonds on four properties with interest rates ranging from SIFMA plus 0.860% to SIFMA plus 1.402% and maturity dates through November 15, 2036.
▪The Company assumed as part of the Archstone Transaction $339.0 million of other mortgage debt on three properties with fixed interest rates ranging from 0.100% to 5.240% and maturity dates through May 1, 2061.
▪The Company assumed as part of the Archstone Transaction $34.1 million of other mortgage debt on one property with a variable rate of LIBOR plus 1.75% and a maturity date of September 1, 2014.
▪The Company obtained an $800.0 million secured loan from a large insurance company which matures on November 10,

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2023, is interest only and carries a fixed interest rate of 4.21% and was used in part to pay down Pool 3.
▪
The Company repaid $400.0 million of 5.200% unsecured notes at maturity.
▪The Company issued $600.0$500.0 million of ten-year 4.75%3.00% fixed rate public notes, in a public offeringreceiving net proceeds of $495.6 million before underwriting fees and other expenses, at an all-in effective interest rate of 5.09%, receiving net proceeds of $595.4 million before underwriting fees and other expenses.3.998%.
▪The Company entered into a senior unsecured $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is dependent on the credit rating of the Company's long-term debt.
▪•The Company issued 34,468,085 Common Shares to an affiliate of Lehman having a value of $1.9 billion (based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share) as partial consideration for the portion of the Archstone Portfolio acquired by the Company. Lehman has since sold all of these Common Shares.
▪EQRThe Company issued 2,506,645586,017 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $71.6$17.3 million.
▪•EQRThe Company issued 157,36373,468 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $5.1$3.4 million.
During 2012:
The Company repaid $253.9 million of 6.625% unsecured notes and $222.1 million of 5.500% unsecured notes, both at maturity.
The Company repaid its $500.0 million term loan at maturity.
The Company issued 21,850,000 Common Shares at a price of $54.75 per share for total consideration of approximately $1.2 billion, after deducting underwriting commissions of $35.9 million. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
▪•EQRThe Company issued 6,151,1983,173,919 Common Shares at an average price of $47.45$60.59 per share for total consideration of $291.9$192.3 million pursuant to its At-The-Market (“ATM”) share offering program. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
•EQR repurchased and retired 58,130 of its Common Shares at an average price of $32.46 per share for total consideration of $1.9 million (all related to the vesting of employee restricted shares). See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
During 2009:
•▪The Operating Partnership obtained $500.0 million of mortgage loan proceeds through the issuance of an 11 year (stated maturity date of July 1, 2020) cross-collateralized loan with an all-in fixed interest rate for 10 years at approximately 5.6% secured by 13 properties.
•EQRCompany issued 422,7131,608,427 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $9.1$49.0 million.
▪•The Company issued 1,081,797 OP Units having a value of $66.6 million (based on the closing price for Common Shares of $61.57 on such date) as partial consideration for the acquisition of one rental property.
▪EQRThe Company issued 324,394110,054 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $5.3$5.4 million.
▪•The Company redeemed its Series N Cumulative Redeemable Preferred Shares for cash consideration of $150.0 million plus accrued dividends through the redemption date.
During 2011:
▪EQRThe Company redeemed $482.5 million of its 3.85% unsecured notes with a final maturity of 2026 at par and no premium was paid and repaid $93.1 million of 6.95% unsecured notes at maturity.
▪The Company issued 3,497,300$1.0 billion of ten-year 4.625% fixed rate public notes in a public offering, receiving net proceeds of $996.2 million before underwriting fees and other expenses. The notes have an all-in effective interest rate of approximately 6.2% after termination of various forward starting swaps in conjunction with the issuance (see Note 8 in the Notes to Consolidated Financial Statements for further discussion).
▪The Company issued 3,866,666 Common Shares at an average price of $35.38$52.23 per share for total consideration of $123.7$201.9 million pursuant to its ATM share offering program. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
•EQR repurchased and retired 47,450 of its Common Shares at an average price of $23.69 per share for total consideration of $1.1 million (all related to the vesting of employee restricted shares). See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
•▪The Operating Partnership repurchased $75.8 million of its 5.20% fixed rate tax-exempt notes.
•The Operating Partnership repurchased at par $105.2 million of its 4.75% fixed rate public notes due June 15, 2009. In addition, the Operating Partnership repaid the remaining $122.2 million of its 4.75% fixed rate public notes at maturity. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $185.2 million at par and $21.7 million at a price of 106% of par of its 6.95% fixed rate public notes due March 2, 2011. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $146.1 million of its 6.625% fixed rate public notes due March 15, 2012 at a price of 108% of par. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $127.9 million of its 5.50% fixed rate public notes due October 1, 2012 at a price of 107% of par. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $17.5 million of its 3.85% convertible fixed rate public notes due August 15, 2026 (putable in 2011) at a price of 88.4% of par. In addition, the Operating Partnership repurchased $48.5 million of these notes at par. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
During 2008:
•The Operating Partnership obtained $500.0 million of mortgage loan proceeds through the issuance of an 11.5 year (stated maturity date of October 1, 2019) cross-collateralized loan with a fixed stated interest rate for 10.5 years at 5.19% secured by 13 properties.
•The Operating Partnership obtained $550.0 million of mortgage loan proceeds through the issuance of an 11.5 year (stated maturity date of March 1, 2020) cross-collateralized loan with a fixed stated interest rate for 10.5 years at approximately 6% secured by 15 properties.
•The Operating Partnership obtained $543.0 million of mortgage loan proceeds through the issuance of an 8

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year (stated maturity date of January 1, 2017) cross-collateralized loan with a fixed stated interest rate for 7 years at approximately 6% secured by 18 properties.
•EQRCompany issued 995,1292,945,948 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $24.6$95.3 million.

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▪•EQRThe Company issued 195,961113,107 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $6.2$5.3 million.
•EQR repurchased and retired 220,085 of its Common Shares at an average price of $35.93 per share for total consideration of $7.9 million. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $72.6 million of its 4.75% fixed rate public notes due June 15, 2009 at a price of 99.0% of par. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
•The Operating Partnership repurchased $101.4 million of its 3.85% convertible fixed rate public notes due August 15, 2026 (putable in 2011) at a price of 82.3% of par. See Note 9 in the Notes to Consolidated Financial Statements for further discussion.
          EQR contributed all of the net proceeds of the above equity offerings to the Operating Partnership in exchange for OP Units or preference units.
          During the first quarter of 2011 through January 13, 2011, EQR has issued approximately 3.0 million Common Shares at an average price of $50.84 per share for total consideration of approximately $154.5 million through the ATM share offering program. EQR has not issued any shares under this program since January 13, 2011.
An unlimitedunspecified amount of equity and debt securities remains available for issuance by EQR and the Operating PartnershipERPOP under effective shelf registration statements filed with the SEC. Most recently, EQR and the Operating Partnership filed a universal shelf registration statement for an unlimited amount of equity and debt securities that automatically became automatically effective upon filing with the SEC in October 2010 (under SEC regulations enacted in 2005, the registration statement automaticallyon July 30, 2013 and expires on October 14,July 30, 2016. In July 2013, and does not contain a maximum issuance amount). However, asthe Board of February 16, 2011, issuancesTrustees also approved an increase to the amount of shares which may be offered under the ATM share offering program are limited to 10,000,000  additional shares.13.0 million Common Shares and extended the program maturity to July 2016. Per the terms of ERPOP’sERPOP's partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of the Operating PartnershipERPOP 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).
On June 16, 2011, the shareholders of EQR approved the Company's 2011 Share Incentive Plan, as amended (the "2011 Plan"), and the Company filed a Form S-8 registration statement to register 12,980,741 Common Shares under this plan. As of December 31, 2013, 9,562,775 shares were available for future issuance. See Note 12 in the Notes to Consolidated Financial Statements for further discussion.
Credit Facilities
          The
EQR does not have any indebtedness as all debt is incurred by the Operating Partnership has aPartnership. EQR guarantees the Operating Partnership’s $750.0 million senior unsecured delayed draw term loan facility and also guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

In July 2011, the Company replaced its then existing $1.425 billion (net of $75.0 millionunsecured revolving credit facility which had been committed bywas scheduled to mature in February 2012 with a now bankrupt financial institution and is not available for borrowing)new $1.25 billion unsecured revolving credit facility maturing on February 28, 2012, withJuly 13, 2014, subject to a one-year extension option exercisable by the Company. The Company had the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. AdvancesOn January 6, 2012, the Company amended this credit facility to increase available borrowings by an additional $500.0 million to $1.75 billion with all other terms, including the July 13, 2014 maturity date, remaining the same. The interest rate on advances under the credit facility bearwas generally LIBOR plus a spread (1.15%) and the Company paid an annual facility fee of 0.2%. Both the spread and the facility fee were dependent on the credit rating of the Company's long-term debt. On January 11, 2013, the Company replaced its existing $1.75 billion credit facility with a new $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest at variable rates based uponrate on advances under the new credit facility will generally be LIBOR at various interest periods plus a spread (currently 0.50%1.05%) and an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent uponon the Operating Partnership’s credit rating or based on bids received from the lending group. EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for the full term of the facility.Company's long-term debt.
   
As of December 31, 2010,February 21, 2014, the amount available on the $2.5 billion credit facility was $1.28$2.1 billion (net of $34.9 million which was restricted/dedicated to support letters of credit and net of $360.0 million outstanding). As of December 31, 2013, the amount available on the $2.5 billion credit facility was $2.35 billion (net of $147.3$34.9 million which was restricted/dedicated to support letters of credit and net of $115.0 million outstanding). During the $75.0year ended December 31, 2013, the weighted average interest rate was 1.26%. As of December 31, 2012, the amount available on the $1.75 billion credit facility was $1.72 billion (net of $30.2 million discussed above)which was restricted/dedicated to support letters of credit) and there was no amount outstanding. During the year ended December 31, 2010,2012, the weighted average interest rate was 0.66%1.35%. As of December 31, 2009, the amount available on the credit facility was $1.37 billion (net of $56.7 million which was restricted/dedicated to support letters of credit and net of the $75.0 million discussed above). The Operating Partnership did not draw and had no balance outstanding on its revolving credit facility at any time during the year ended December 31, 2009.
CompetitionEnvironmental Considerations
          All of the Operating Partnership’s properties are located in developed areas that include other multifamily properties. The number of competitive multifamily properties in a particular area could have a material effect on the Operating Partnership’s ability to lease apartment units at the properties or at any newly acquired properties and on the rents charged. The Operating Partnership may be competing with other entities that have greater resources than the Operating Partnership and whose managers have more experience than the Operating Partnership’s managers. In addition, other forms of rental properties and single family housing provide housing alternatives to potential residents of multifamily properties. SeeSee Item 1A.Risk Factorsfor additional information with respect to competition.

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Environmental Considerations
          See Item 1A.Risk Factorsfor information concerning the potential effects of environmental regulations on our operations.

Item 1A. Risk Factors
General
The following Risk Factors may contain defined terms that are different from those used in the other sections of this report.References to "EQR" mean Equity Residential, a Maryland real estate investment trust ("REIT"), and references to "ERPOP" mean ERP Operating Limited Partnership, an Illinois limited partnership. Unless otherwise indicated, when used in this section, the terms “we”“Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and “us” refer to ERP Operating Limited Partnership, an Illinois limited partnership, and its subsidiaries. ERP Operating Limited Partnership isthose entities/subsidiaries owned or controlled by its general partner, Equity Residential, a Maryland real estate investment trust.EQR and/or ERPOP and the term “Operating Partnership” means collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. This Item 1A. includes forward-looking statements. You should refer to our discussion of the qualifications and limitations on forward-looking statements included in Item 7.
The occurrence of the events discussed in the following risk factors could adversely affect, possibly in a material manner,

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our business, financial condition or results of operations, which could adversely affect the value of our preference units, unitscommon shares of limited partnershipbeneficial interest (“or preferred shares of beneficial interest (which we refer to collectively as “Shares”), Preference Units, OP Units”) andUnits, Long-Term Incentive Plan Units (“LTIP Units”) of ERP Operating Limited Partnership.and our public unsecured debt. In this section, we refer to the preference units,Shares, Preference Units, OP Units, and LTIP Units and public unsecured debt together as our “securities” and the investors who own Shares/Units, and/or OP/LTIP Units and public unsecured debt as our “security holders”.
Our Performanceperformance and Securities Valuesecurities value are Subjectsubject to Risks Associatedrisks associated with the Real Estate Industryreal estate industry.
General
Real property investments are subject to varying degrees of risk and are relatively illiquid. Numerous factors may adversely affect the economic performance and value of our properties and the ability to realize that value. These factors include changes in the global, national, regional and local economic climates, local conditions such as an oversupply of multifamily properties or a reduction in demand for our multifamily properties, the attractiveness of our properties to residents, competition from other multifamily properties and single family homes and changes in market rental rates. Our performance also depends on our ability to collect rent from residents and to pay for adequate maintenance, insurance and other operating costs, including real estate taxes, all of which could increase over time. Sources of labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated. Also, the expenses of owning and operating a property are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property.
We May Not Have Sufficient Cash Flows From Operations After Capital Expenditures to Cover Our Distributions and Our New Dividend Policy May Lead to Quicker Dividend Reductions
We may be unable to renew leases or relet units as leases expire.
When our residents decide to leave our apartments, whether because they decide not to renew their leases or they leave prior to their lease expiration date, we may not be able to relet their apartment units. Even if the residents do renew or we can relet the apartment units, the terms of renewal or reletting may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected. If residents do not experience increases in their income, we may be unable to increase rent and/or delinquencies may increase. Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily and single family housing, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, governmental regulations, slow or negative employment growth and household formation, the availability of low interest mortgages for single family home buyers, changes in social preferences and the potential for geopolitical instability, all of which are beyond the Company's control. In addition, various state and local municipalities are considering and may continue to consider rent control legislation or take other actions which could limit our ability to raise rents. Finally, the federal government's policies, many of which may encourage home ownership, can increase competition and possibly limit our ability to raise rents. Consequently, our cash flow and ability to service debt and make distributions to security holders could be reduced.
The retail/commercial space at our properties primarily serves as an additional amenity for our residents. The long term nature of our retail/commercial leases (generally five to ten years with market based renewal options) and the characteristics of many of our tenants (generally small, local businesses) may subject us to certain risks. We may not be able to lease new space for rents that are consistent with our projections or for market rates. Also, when leases for our existing retail/commercial space expire, the space may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. Our properties compete with other properties with retail/commercial space. The presence of competitive alternatives may affect our ability to lease space and the level of rents we can obtain. If our retail/commercial tenants experience financial distress or bankruptcy, they may fail to comply with their contractual obligations, seek concessions in order to continue operations or cease their operations which could adversely impact our results of operations and financial condition. The revenues from our retail/commercial space represent approximately 4% of our total rental income.
We increased our concentration of properties in certain core markets as a result of the Archstone Transaction, which could have an adverse effect on our operations if a particular market is adversely affected by economic or other conditions.

As a result of the Archstone Transaction, we increased our concentration of properties in certain core markets as a result of our strategy to reposition our portfolio from low barrier to entry/non-core markets to high barrier to entry/core markets. If any one or more of such core markets, such as Washington D.C., Southern California, New York or San Francisco, is adversely affected by local or regional economic conditions (such as business layoffs, industry slowdowns, changing demographics and other factors) or local real estate conditions (such as oversupply of or reduced demand for multifamily properties), such conditions may have an increased adverse impact on our results of operations than if our portfolio was more geographically diverse.

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Because real estate investments are illiquid, we may not be able to sell properties when appropriate.
Real estate investments generally cannot be sold quickly. We may not be able to reconfigure our portfolio promptly in response to economic or other conditions. This inability to reallocate our capital promptly could adversely affect our financial condition and ability to make distributions to our security holders.
New acquisitions, development projects and/or rehabs may fail to perform as expected and competition for acquisitions may result in increased prices for properties.
We intend to actively acquire, develop and rehab multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may not be able to achieve rents that are consistent with expectations for acquired, developed or rehabbed properties. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position, to complete a development property or to complete a rehab. Additionally, we expect that other real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including large portfolios, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.
In connection with such government regulation, we may incur liability if our properties are not constructed and operated in compliance with the accessibility provisions of the Americans with Disabilities Act, the Fair Housing Act or other federal, state or local requirements. Noncompliance could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance.
Our investments in joint ventures could be adversely affected by our lack of sole decision-making authority regarding major decisions, our reliance on our joint venture partners' financial condition, any disputes that may arise between us and our joint venture partners and our exposure to potential losses from the actions of our joint venture partners.
We currently do and may continue in the future to develop and acquire properties in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. A portion of the assets acquired in the Archstone Transaction were acquired through joint ventures with AVB that neither we nor AVB control solely. Joint venture investments, including the joint ventures with AVB, involve risks not present with respect to our wholly owned properties, including the following:
our joint venture partners might experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which may delay construction or development of a property or increase our financial commitment to the joint venture;
we may be responsible to our partners for indemnifiable losses;
our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
we may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property;
our joint venture partners may take actions that we oppose;
our ability to sell or transfer our interest in a joint venture to a third party may be restricted without prior consent of our joint venture partners;

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we may disagree with our joint venture partners about decisions affecting a property or the joint venture, which could result in litigation or arbitration that increases our expenses, distracts our officers and directors and disrupts the day-to-day operations of the property, including by delaying important decisions until the dispute is resolved; and
we may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture investments.
At times we have entered into agreements providing for joint and several liability with our partners. Frequently, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction. Any of these risks could materially and adversely affect our ability to generate and recognize attractive returns on our joint venture investments, which could have a material adverse effect on our results of operations, financial condition and distributions to our shareholders.
Several of the assets we acquired in the Archstone Transaction along with certain preferred interests acquired in joint ventures with AVB as part of the Archstone Transaction are subject to tax protection agreements, which could limit our flexibility with respect to our ownership of such assets or cause us to incur material costs.

Several of the assets we acquired in the Archstone Transaction were contributed to Archstone subject to various agreements limiting the ability of the owner of the property to take actions that would trigger income tax liability for the contributing owner of the property, including a taxable disposition of the property. In addition, we will also be required to maintain a certain amount of qualified nonrecourse financing on the tax protected properties during their respective restricted periods. Our obligations relating to the tax protected properties may affect the way in which we conduct our business, including whether, when and under what circumstances we sell properties or interests therein and the timing and nature of our financings and refinancing transactions. As a result, we may not be able to dispose of or refinance the tax protected properties when to do so may have otherwise been favorable to us and our shareholders, which could have a material adverse effect on our results of operations and financial condition. Certain preferred interests acquired in joint ventures with AVB as part of the Archstone Transaction have complex tax requirements that, if violated, may cause us to be required to indemnify the preferred stockholders for certain tax protection costs.
Changes in market conditions and volatility of share prices could adversely affect the market price of our Common Shares.
The stock markets, including the New York Stock Exchange, on which we list our Common Shares, have experienced significant price and volume fluctuations. As a result, the market price of our Common Shares could be similarly volatile, and investors in our Common Shares may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The market price of our Common Shares may decline or fluctuate significantly in response to many factors, including but not limited to the following:
general market and economic conditions;
actual or anticipated variations in our guidance, quarterly operating results or dividends;
changes in our funds from operations, normalized funds from operations or earnings estimates;
difficulties or inability to access capital or extend or refinance debt;
large portfolio acquisitions or dispositions;
decreasing (or uncertainty in) real estate valuations;
rising crime rates in markets where our increasingly urban portfolio is concentrated;
a change in analyst ratings;
adverse market reaction to any additional debt we incur in the future;
governmental regulatory action, including changes or proposed changes to the mandates of Fannie Mae or Freddie Mac, and changes in tax laws;
the issuance of additional Common Shares, or the perception that such issuances might occur, including under EQR's ATM program; and
the resale of substantial amounts of our common shares, or the anticipation of the resale of such shares, by large holders of our securities.


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We may not have sufficient cash flows from operations after capital expenditures to cover our distributions and our dividend policy may lead to quicker dividend reductions.
We generally consider our cash flows provided by operating activities after capital expenditures to be adequate to meet operating requirements and payment of distributions to our security holders. However, there may be times when we experience shortfalls in our coverage of distributions, which may cause us to consider reducing our distributions and/or using the proceeds from property dispositions or additional financing transactions to make up the difference. Should these shortfalls occur for lengthy periods of time or be material in nature, our financial condition may be adversely affected and we may not be able to maintain our current distribution levels. While our newcurrent dividend policy makes it less likely we will over distribute, it will also lead to a dividend reduction more quickly than in the past should operating results deteriorate. See Item 7 for additional discussion regarding our new dividend policy.
We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire
          When our residents decide not to renew their leases upon expiration, we may not be able to relet their apartment units. Even if the residents do renew or we can relet the apartment units, the termsThe value of renewal or reletting may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected. Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily and single family housing, slow or negative employment growth, availability of low interest mortgages for single family home buyers and the potential for geopolitical instability, all of which are beyond

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the Operating Partnership’s control. In addition, various state and local municipalities are considering and may continue to consider rent control legislation which could limit our ability to raise rents. Finally, the federal government’s policies, many of which may encourage home ownership, can increase competition and possibly limit our ability to raise rents. Consequently, our cash flow and ability to service debt and make distributions to security holders could be reduced.
New Acquisitions and/or Development Projects May Fail to Perform as Expected and Competition for Acquisitions May Result in Increased Prices for Properties
          We intend to actively acquire and/or develop multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to complete a development property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. The total number of development units, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.
          In connection with such government regulation, we may incur liability if our properties are not constructed and operated in compliance with the accessibility provisions of the Americans with Disabilities Act, the Fair Housing Act or other federal, state or local requirements. Noncompliancesecurities could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance.
Risks Involved in Real Estate Activity Through Joint Ventures
          We have in the past and may in the future develop and acquire properties in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture investments involve risks, including the possibility that our partners might refuse to make capital contributions when due; that we may be responsible to our partner for indemnifiable losses; that our partner might at any time have business or economic goals which are inconsistent with ours; and that our partner may be in a position to take action or withhold consent contrary to our instructions or requests. Frequently, we and our partner may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction. In some instances, joint venture partners may have competing interests in our markets that could create conflicts of interest. Further, the Operating Partnership’s joint venture partners may experience financial distress andlosses to the extent they do not meet their obligations to us or our joint ventures with them, we may be adversely affected.Company.
Because Real Estate Investments Are Illiquid, We May Not Be Able to Sell Properties When Appropriate
          Real estate investments generally cannot be sold quickly. We may not be able to reconfigure our portfolio promptly in response to economic or other conditions. This inability to reallocate our capital promptly could adversely affect our financial condition and ability to make distributions to our security holders.
The Value of Investment Securities Could Result In Losses to the Operating Partnership
From time to time, the Operating PartnershipCompany holds investment securities and/or cash investments that have a highervarious levels of repayment and liquidity risk, profile than theincluding government obligations and bond funds, money market funds or bank deposits in which we generally invest.deposits. On occasion we also may purchase securities of companies in our own industry as a means to invest funds. There may be times when we experience declines in the value of these investment securities, which may result in losses to the Operating PartnershipCompany and our financial condition or results of operations could be adversely affected. Sometimes the cash we deposit at a bank substantially exceeds the FDIC insurance limit or we invest cash in money market or similar type funds with investment management institutions resulting in risk to the Operating PartnershipCompany of loss of funds if these banks or institutions fail.

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Changes in Market Conditions and Volatility of Share Prices Could Adversely Affect the Market Price of EQR’s Common Shares
Any weaknesses identified in our internal control over financial reporting could have an adverse effect on our share price.
          The stock markets, including the New York Stock Exchange, on which EQR’s Common Shares are listed, have experienced significant price and volume fluctuations. As a result, the market price of EQR’s Common Shares could be similarly volatile, and investors in EQR’s Common Shares may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The market price of EQR’s Common Shares may decline or fluctuate significantly in response to many factors, including but not limited to the following:
•general market and economic conditions;
•actual or anticipated variations in our quarterly operating results or dividends;
•changes in our funds from operations, normalized funds from operations or earnings estimates;
•difficulties or inability to access capital or extend or refinance debt;
•decreasing (or uncertainty in) real estate valuations;
•a change in analyst ratings;
•adverse market reaction to any additional debt we incur in the future;
•governmental regulatory action, including changes or proposed changes to the mandates of Fannie Mae or Freddie Mac, and changes in tax laws; and
•the issuance of additional Common Shares, or the perception that such issuances might occur, including under EQR’s ATM program.
Changes in Laws and Litigation Risk Could Affect Our Business
          We are generally not able to pass through to our residents under existing leases any real estate or other federal, state or local taxes. Consequently, any such tax increases may adversely affect our financial condition and limit our ability to make distributions to our security holders.
          We may become involved in legal proceedings, including but not limited to, proceedings related to consumer, employment, development, condominium conversion, tort and commercial legal issues that, if decided adversely to or settled by us, could result in liability material to our financial condition or results of operations.
Any Weaknesses Identified in Our Internal Control Over Financial Reporting Could Have an Adverse Effect on EQR’s Share Price
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have an adverse effect on EQR’sour share price.
The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Our primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our reputation, damage to our business relationships with our residents/tenants and private data exposure. We have implemented processes, procedures and controls to help mitigate these risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident.
Changes in laws and litigation risk could affect our business.
We are generally not able to pass through to our residents under existing leases any real estate or other federal, state or local taxes. Consequently, any such tax increases may adversely affect our financial condition and limit our ability to make distributions to our security holders.
We may become involved in legal proceedings, including but not limited to, proceedings related to consumer, shareholder, employment, environmental, development, condominium conversion, tort and commercial legal issues that, if decided adversely to or settled by us, could result in liability material to our financial condition or results of operations.
Environmental Problems Are Possibleproblems are possible and Can Be Costlycan be costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation

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and clean-up costs incurred by such parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Substantially all of our properties have been the subject of environmental assessments completed by qualified independent environmental consulting companies. While these environmental assessments have not revealed, nor are we aware of, any environmental liability that our management believes would have a material adverse effect on our business, results of operations, financial condition or liquidity, there can be no assurance that we will not incur such liabilities in the future.
There have been an increasing number of lawsuits against owners and managers of multifamily properties alleging personal injury and property damage caused by the presence of mold in residential real estate. As some of these lawsuits have resulted in substantial monetary judgments or settlements, insurance carriers have reacted by excluding mold-related claims from standard policies and pricing mold endorsements at

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prohibitively high rates. While we have adopted programs designed to minimize the existence of mold in any of our properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on our residents or the property, should mold become an issue in the future, our financial condition or results of operations may be adversely affected.
We cannot be assured that existing environmental assessments of our properties reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any of our properties.
Climate Changechange
To the extent that climate change does occur, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.
In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.
Insurance Policy Deductibles, Exclusionspolicy deductibles, exclusions and Counterpartiescounterparties
    
As of December 31, 2010,2013, the Operating Partnership’sCompany's property insurance policy providespolicies provide for a per occurrence deductible of $250,000 and a self-insured retention of $5.0 million per occurrence, subject to a maximum annual aggregate self-insured retention of $7.5 million with approximately 80% of any excess losses being covered by insurance.for “all risk” losses. Any earthquake and named windstorm losses in critical areas are subject to a deductible of 5% of the values of the buildings involved in the losses and are not subject to the aggregate self-insured retention. The Operating Partnership’sCompany also typically self-insures a substantial portion of the first $50 million of a property loss in excess of these base deductibles and self-insured retentions. Should a claim exceed these amounts, it would be 100% covered by insurance. The Company's general liability and worker’sworker's compensation policies at December 31, 20102013 provide for a $2.0 million and $1.0 million per occurrence deductible, respectively. These higher deductible and self-insured retention amounts do expose the Operating PartnershipCompany to greater potential uninsured losses. The Company also has become more susceptible to large losses but managementas it has reviewedtransformed its claims historyportfolio, becoming more concentrated in fewer, more valuable assets over the years and believes the savings in insurance premium expense justify this potential increased exposure over the long-term. However,a smaller geographical footprint. Furthermore, the potential impact of climate change, and increased severe weather or earthquakes could cause a significant increase in insurance premiums and deductibles, particularly for our coastal properties, or a decrease in the availability of coverage, either of which could expose the Operating PartnershipCompany to even greater uninsured losses which may adversely affect our financial condition or results of operations.
          As a result of the terrorist attacks of September 11, 2001, property insurance carriers created exclusions for losses from terrorism from our “all risk” property insurance policies. As of December 31, 2010, the Operating Partnership was insured for $500.0
The Company also has $750.0 million in terrorism insurance coverage, with a $100,000 deductible. This coverage excludes losses from nuclear, biological and chemical attacks. In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.

As of December 31, 2013, the Company's cyber liability insurance policy provides for a per occurrence deductible of $250,000 and a $5.0 million general limit. Cyber liability insurance generally covers costs associated with the wrongful release,

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through inadvertent breach or network attack, of personally identifiable information such as social security or credit card numbers. This cyber policy would cover the cost of victim notification, credit monitoring and other crisis response expenses.

The Operating Partnership has become more susceptible to large losses as it has transformed its portfolio, becoming more concentrated in fewer, more valuable assets over a smaller geographical footprint.
          In addition, the Operating PartnershipCompany relies on third party insurance providers for its property, general liability and worker’sworker's compensation insurance. While there has yet to be any non-performance by these major insurance providers, should any of them experience liquidity issues or other financial distress, it could negatively impact the Operating Partnership.Company. In addition, the Company annually assesses its insurance needs based on the cost of coverage and other factors. We may choose to self insure a greater portion of this risk in the future or may choose to have higher deductibles or lesser policy terms.

The inability of Lehman to fulfill its indemnification obligations to us under the purchase agreement for the Archstone Transaction could increase our liabilities and adversely affect our results of operations and financial condition.
 Non-Performance
In addition to certain indemnification obligations of each party to the purchase agreement for the Archstone Transaction relating to breaches of fundamental representations and warranties and breaches of covenants and certain other specified matters, we negotiated as a term in the purchase agreement that Lehman retain responsibility for and indemnify us against damages resulting from certain third-party claims or other liabilities. These third-party claims and other liabilities include, without limitation, costs associated with various litigation matters. Lehman filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in September 2008 and is currently in the process of post-petition liquidation. If Lehman completes its liquidation prior to the termination of their indemnity obligations to us under the purchase agreement, or otherwise distributes substantially all of its assets to its creditors prior to such time, Lehman may not be able to satisfy its obligations with respect to claims and retained liabilities covered by Our Operating Counterparties Could Adversely Affect Our Performancethe purchase agreement. The failure of Lehman to satisfy such obligations could have a material adverse effect on our results of operations and financial condition because claimants may successfully assert that we are liable for those claims and/or retained liabilities. In addition, we expect that certain obligations of Lehman to indemnify us will terminate upon expiration of the applicable indemnification period (generally no more than three years following the closing). The assertion of third-party claims after the expiration of the applicable indemnification period, or the failure of Lehman to satisfy its indemnification obligations, could have a material adverse effect on our results of operations and financial condition. 
Non-performance by our operating counterparties could adversely affect our performance.
We have relationships with and, from time to time, we execute transactions with or receive services from many counterparties. As a result, defaults by counterparties could result in services not being provided, or volatility in the financial markets could affect counterparties’counterparties' ability to complete transactions with us as intended, both of which could result in disruptions to our operations that may adversely affect our business and results of operations.

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Debt Financingfinancing and Preference Units Could Adversely Affect Our Performancepreferred shares/preference units could adversely affect our performance.
General
Please refer to Item 7,Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations, for the Operating Partnership’sCompany's total debt and unsecured debt summaries as of December 31, 2010.2013.
In addition to debt, we have $200.0 million of combineda liquidation value of $50.0 million of outstanding preferred shares of beneficial interest/preference units with a weighted average dividend preference of 6.93%8.29% per annum as of December 31, 2010.2013. Our use of debt and preferred equity financing creates certain risks, including the following:
Disruptions in the Financial Markets Could Adversely Affect Our Ability to Obtain Debt Financing and Impact our Acquisitions and Dispositions
Disruptions in the financial markets could adversely affect our ability to obtain debt financing and impact our acquisitions and dispositions.
Dislocations and liquidity disruptions in capital and credit markets could impact liquidity in the debt markets, resulting in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. Should the capital and credit markets experience volatility and the availability of funds again become limited, or be available only on unattractive terms, we will incur increased costs associated with issuing debt instruments. In addition, it is possible that our ability to access the capital and credit markets may be limited or precluded by these or other factors at a time when we would like, or need, to do so, which would adversely impact our ability to refinance maturing debt and/or react to changing economic and business conditions. Uncertainty in the credit markets could negatively impact our ability to make acquisitions and make it more difficult or not possible for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. Potential continued disruptions in the financial markets could also have other unknown adverse effects on us or the economy generally and may cause the price of EQR’s Common Sharesour

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securities to fluctuate significantly and/or to decline.

Potential Reformsreforms to Fannie Mae and Freddie Mac Could Adversely Affect Our Performancecould adversely affect our performance.

There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac.Mac (the “Government Sponsored Enterprises” or “GSEs”) and recent changes in leadership of the GSEs' regulator has heightened this uncertainty. Through their lender originator networks, the GSEs are significant lenders both to the Company and to buyers of the Company's properties. The GSEs have a mandate to support multifamily housing through their financing activities. Should Fannie Mae and Freddie Macthe GSEs have their mandates changed or reduced, materially change their lending terms, lose key personnel, be disbanded or reorganized by the government or otherwise discontinue providing liquidity to our sector, it would significantly reduce our access to secured debt capital and/or increase borrowing costs and would significantly reduce our sales of assets and/or the values realized upon sale. During the first quarter of 2013, the regulator of the GSEs required the GSEs to decrease their 2013 multifamily lending activities by 10% compared to 2012 levels and it is not clear if further reductions will be mandated. The GSEs' regulator may require the GSEs to focus more of their lending activities on properties that the regulator deems affordable, which may or may not include the Company's assets. Disruptions in the floating rate tax-exempt bond market (where interest rates reset weekly) and in the credit market’smarket's perception of Fannie Mae and Freddie Mac,the GSEs, which guarantee and provide liquidity for many of these bonds, have been experienced in the past and may be experienced in the future and could result in an increase in interest rates on these debt obligations. These bonds could also be put to our consolidated subsidiaries if Fannie Mae or Freddie Macthe GSEs fail to satisfy their guaranty obligations. While this obligation is in almost all cases non-recourse to us, this could cause the Operating PartnershipCompany to have to repay these obligations on short notice or risk foreclosure actions on the collateralized assets.
Non-Performance
Non-performance by Our Financial Counterparties Could Adversely Affect Our Performanceour financial counterparties could adversely affect our performance.
Although we have not experienced any material counterparty non-performance, disruptions in financial and credit markets could, among other things, impede the ability of our counterparties to perform on their contractual obligations. There are multiple financial institutions that are individually committed to lend us varying amounts as part of our revolving credit facility. Should any of these institutions fail to fund their committed amounts when contractually required, our financial condition could be adversely affected. Should several of these institutions fail to fund, we could experience significant financial distress. One of the financial institutions, with a commitment of $75.0 million, declared bankruptcy in 2008 and will not honor its financial commitment. Our borrowing capacity under the credit facility has in essence been permanently reduced to $1.425 billion.
The Operating PartnershipCompany also has developed assets with joint venture partners which were financed by financial institutions that have experienced varying degrees of distress in the past and could experience similar distress as economic conditions change. If one or more of these lenders fail to fund when contractually required, the Operating PartnershipCompany or its joint venture partner may be unable to complete construction of its development properties.
A Significant Downgradesignificant downgrade in Our Credit Ratings Could Adversely Affect Our Performanceour credit ratings could adversely affect our performance.
A significant downgrade in our credit ratings, while not affecting our ability to draw proceeds under the revolving credit facility or requiring repayment of our delayed draw term loan facility, would cause our borrowing costs to increase under the revolving credit facility and also under our delayed draw term loan facility and impact our ability to

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borrow secured and unsecured debt, or otherwise limit our access to capital. In addition, a downgrade below investment grade would require us to post cash collateral and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’lenders' requirements at the lower ratingratings level.
Scheduled Debt Payments Could Adversely Affect Our Financial Conditiondebt payments could adversely affect our financial condition.
In the future, our cash flow could be insufficient to meet required payments of principal and interest or to pay distributions on our securities at expected levels.
We may not be able to refinance existing debt, including joint venture indebtedness (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness. If principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our operating cash flow will not be sufficient in all years to repay all maturing debt. As a result, certain of our other debt may cross default, we may be forced to postpone capital expenditures necessary for the maintenance of our properties, we may have to dispose of one or more properties on terms that would otherwise be unacceptable to us or we may be forced to allow the mortgage holder to foreclose on a property. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Please refer to Item 7,Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations, for the Operating Partnership’s

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Company's debt maturity schedule as of December 31, 2010.2013.
Financial Covenants Could Adversely Affectcovenants could adversely affect the Operating Partnership’s Financial ConditionCompany's financial condition.
The mortgages on our properties may contain customary negative covenants that, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property and to reduce or change insurance coverage. In addition, our unsecured credit facilities contain certain restrictions, requirements and other limitations on our ability to incur debt. The indentures under which a substantial portion of our unsecured debt was issued also contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios, as well as limitations on our ability to incur secured and unsecured debt (including acquisition financing), and to sell all or substantially all of our assets. Our credit facilities and indentures are cross-defaulted and also contain cross default provisions with other material debt. While the Operating PartnershipCompany believes it was in compliance with its unsecured public debt covenants for both the years ended December 31, 20102013 and 2009,2012, should it fall out of compliance, it would likely have a negative impact on our financial condition and results of operations.
Some of the properties were financed with tax-exempt bonds thator otherwise contain certain restrictive covenants or deed restrictions. We have retained an independent outside consultantrestrictions, including affordability requirements. The Company, and from time to time its consultants, monitor compliance with the restrictive covenants and deed restrictions that affect these properties. If these bond compliance requirements restrict our ability to increase our rental rates to low or moderate-income residents, or eligible/qualified residents, then our income from these properties may be limited. While we generally believe that the interest rate benefit attendant to properties with tax-exempt bonds more than outweighs any loss of income due to restrictive covenants or deed restrictions, this may not always be the case. Some of these requirements are complex and our failure to comply with them may subject us to material fines or liabilities.
Our Degreedegree of Leverage Could Limit Our Abilityleverage could limit our ability to Obtain Additional Financingobtain additional financing.
Our degree of leverage could have important consequences to security holders. For example, the degree of leverage could affect our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, making us more vulnerable to a downturn in business or the economy in general. Our consolidated debt-to-total market capitalization ratio was 38.4%35.6% as of December 31, 2010.2013. In addition, our most restrictive unsecured public debt covenants are as follows:

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  December 31,  December 31, 
  2010  2009 
Total Debt to Adjusted Total Assets (not to exceed 60%)  48.5%  48.8%
         
Secured Debt to Adjusted Total Assets (not to exceed 40%)  23.2%  24.9%
         
Consolidated Income Available for Debt Service to Maximum Annual Service Charges (must be at least 1.5 to 1)  2.46   2.44 
         
Total Unsecured Assets to Unsecured Debt (must be at least 150%)  256.0%  256.5%
  December 31,
2013		 December 31,
2012
Total Debt to Adjusted Total Assets (not to exceed 60%) 40.0% 38.6%
Secured Debt to Adjusted Total Assets (not to exceed 40%) 19.2% 17.6%
Consolidated Income Available for Debt Service to  
  
Maximum Annual Service Charges  
  
(must be at least 1.5 to 1) 3.07
 3.00
Total Unsecured Assets to Unsecured Debt  
  
(must be at least 150%) 326.9% 346.3%
Rising Interest Rates Could Adversely Affect Cash Flowinterest rates could adversely affect cash flow.
Advances under our credit facilities bear interest at variable rates based upon LIBOR at various interest periods, plus a spread dependent upon the Operating Partnership’sPartnership's credit rating, or based upon bids received from the lending group. Certain public issuances of our senior unsecured debt instruments may also, from time to time, bear interest at floating rates. We may also borrow additional money with variable interest rates in the future. Increases in interest rates would increase our interest expense under these debt instruments and would increase the costs of refinancing existing debt and of issuing new debt. Accordingly, higher interest rates could adversely affect cash flow and our ability to service our debt and make distributions to security holders.
Derivatives and Hedging Activity Could Adversely Affect Cash Flowhedging activity could adversely affect cash flow.
In the normal course of business, we use derivatives to manage our exposure to interest rate volatility on debt instruments, including hedging for future debt issuances. At other times we may utilize derivatives to increase our exposure to floating interest rates. We may also use derivatives to manage our exposure to foreign exchange rates or manage commodity prices in the daily operations of our business. There can be no assurance that these hedging arrangements will have the desired beneficial impact. These arrangements, which can include a number of counterparties, may expose us to additional risks, including failure of any of our counterparties to perform under these contracts, and may involve extensive costs, such as transaction fees or breakage costs,

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if we terminate them. No strategy can completely insulate us from the risks associated with interest rate, foreign exchange or commodity pricing fluctuations.
We Dependdepend on Our Key Personnelour key personnel.
We depend on the efforts of the Chairman of EQR’sour Board of Trustees, Samuel Zell, and EQR’sour executive officers, particularly David J. Neithercut, EQR’sour President and Chief Executive Officer (“CEO”). If they resign or otherwise cease to be employed by us, our operations could be temporarily adversely affected. Mr. Zell has entered into retirement benefit and noncompetition agreements with the Company.
Control and Influenceinfluence by Significant OP Unit Holders Could Be Exercisedsignificant security holders could be exercised in a Manner Adversemanner adverse to Other OP Unit Holdersother security holders.
The consent of certain affiliates of Mr. Zell is required for certain amendments to ERPOP’sthe Sixth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”). As a result of their security ownership and rights concerning amendments to the Partnership Agreement, the Zell affiliatessecurity holders referred to herein may have influence over ERPOP.the Company. Although to ERPOP’sthe Company's knowledge these OP Unitsecurity holders have not agreed to act together on any matter, they would be in a position to exercise even more influence over ERPOP’sthe Company's affairs if they were to act together in the future. This influence could conceivably be exercised in a manner that is inconsistent with the interests of other OP Unitsecurity holders. For additional information regarding the security ownership of our trustees, including Mr. Zell, and EQR’sour executive officers, see EQR’sEquity Residential's definitive proxy statement.
Shareholders' ability to effect changes in control of the Company is limited.
Provisions of our declaration of trust and bylaws could inhibit changes in control.
Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders. This includes the 5% Ownership Limit described below. While our existing preferred shares/preference units do not have these provisions, any future series of preferred shares/preference units may have certain voting provisions that could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders. Our Success Is Dependent onBylaws require certain information to be provided by any security holder, or persons acting in concert with such security holder, who proposes business or a nominee at an annual meeting of shareholders, including disclosure of information related to hedging activities and investment strategies with respect to our General Partner’s Compliance with Federal Income Tax Requirementssecurities. These requirements could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders.
We rely tohave a significant extent upon our general partner, EQR, as our source of equity capital. EQR is required to satisfy numerous technical requirements toshare ownership limit for REIT tax purposes.
To remain qualified as a REIT for federal income tax purposes. EQR’spurposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year. To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than 5% of the lesser of the number or value of the outstanding class of common or preferred shares. We refer to this restriction as the “Ownership Limit.” Absent any exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder's rights to distributions and to vote would terminate. A transfer of Shares may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control and, therefore, could adversely affect our security holders' ability to realize a premium over the then-prevailing market price for their Shares. To reduce the ability of the Board to use the Ownership Limit as an anti-takeover device, the Company's Ownership Limit requires, rather than permits, the Board to grant a waiver of the Ownership Limit if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company's status as a REIT. We have issued several of these waivers in the past.
Our preferred shares may affect changes in control.
Our Declaration of Trust authorizes the Board of Trustees to issue up to 100 million preferred shares, and to establish the preferences and rights (including the right to vote and the right to convert into common shares) of any preferred shares issued. The Board of Trustees may use its powers to issue preferred shares and to set the terms of such securities to delay or prevent a change in control of the Company, even if a change in control were in the interest of security holders.


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Inapplicability of Maryland law limiting certain changes in control.
Certain provisions of Maryland law applicable to real estate investment trusts prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the Company's outstanding voting securities (an “Interested Shareholder”), or with an affiliate of an Interested Shareholder. These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder. After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares. As permitted by Maryland law, however, the Board of Trustees of the Company has opted out of these restrictions with respect to any business combination involving Mr. Zell and certain of his affiliates and persons acting in concert with them. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to a business combination involving us and/or any of them. Such business combinations may not be in the best interest of our security holders.
Our success as a REIT is dependent on compliance with federal income tax requirements.
Our failure to qualify as a REIT would have serious adverse consequences to our security holders.
We believe that we have qualified for taxation as a REIT for federal income tax purposes since our taxable year ended December 31, 1992 based, in part, upon opinions of tax counsel received whenever we have issued equity securities or engaged in significant merger transactions. We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. We cannot, therefore, guarantee that we have qualified or will qualify as a REIT in the future. The determination that we are a REIT requires an analysis of various factual matters that may not be totally within our control. For example, to qualify as a REIT, our gross income must generally come from rental and other real estate or passive related sources that are itemized in the REIT tax laws. We are also required to distribute to security holders at least 90% of our REIT taxable income excluding net capital gains. The fact that we hold our assets through the Operating Partnership further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status; however, the REIT qualification rules permit REITs in certain circumstances to pay a monetary penalty for inadvertent mistakes rather than lose REIT status. There is also risk that Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT. We do not believe, however, that any pending or proposed tax law changes would jeopardize our REIT status.

If we fail to qualify as a REIT, we would be subject to federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified from taxation as a REIT for four years following the year in which we failed to qualify as a REIT. If we fail to qualify as a REIT, we would have to pay significant income taxes. We therefore would have less money available for investments or for distributions to security holders. This would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to make any distributions to security holders. Even if we qualify as a REIT, we are and will continue to be subject to certain federal, state and local taxes on our income and property. In addition, various business activities which generate income that is not qualifying income for a REIT are conducted through taxable REIT subsidiaries and will be subject to federal and state income tax at regular corporate rates to the extent they generate taxable income.
We could be disqualified as a REIT or have to pay taxes if our merger partners did not qualify as REITs.
If any of our prior merger partners had failed to qualify as a REIT throughout the duration of their existence, then they might have had undistributed “Subchapter C corporation earnings and profits” at the time of their merger with us. If that was the case and we did not distribute those earnings and profits prior to the end of the year in which the merger took place, we might not qualify as a REIT. We believe, based in part upon opinions of legal counsel received pursuant to the terms of our merger agreements as well as our own investigations, among other things, that each of our prior merger partners qualified as a REIT and that, in any event, none of them had any undistributed “Subchapter C corporation earnings and profits” at the time of their merger with us. If any of our prior merger partners failed to qualify as a REIT, an additional concern would be that they could have been required to recognize taxable gain at the time they merged with us. We would be liable for the tax on such gain. We also could have to pay corporate income tax on any gain existing at the time of the applicable merger on assets acquired in the merger if the assets are sold within ten years of the merger.

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Compliance with REIT distribution requirements may affect our financial condition.
Distribution requirements may increase the indebtedness of the Company.
We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received. In such event, or upon our repayment of principal on debt, we could have taxable income without sufficient cash to enable us to meet the distribution requirements of a REIT. Accordingly, we could be required to borrow funds or liquidate investments on adverse terms in order to meet these distribution requirements.
Tax elections regarding distributions may impact future liquidity of the Company.
In past years we have made, and under certain circumstances may consider making again in the future, a tax election to treat future distributions to shareholders as distributions in the current year. This election, which is provided for in the Internal Revenue Code, may allow us to avoid increasing our dividends or paying additional income taxes in the current year. However, this could result in a constraint on our ability to decrease our dividends in future years without creating risk of either violating the REIT distribution requirements or generating additional income tax liability.
Federal Income Tax Considerations
General
The following discussion summarizes the federal income tax considerations material to a holder of common shares. It is not exhaustive of all possible tax considerations. For example, it does not give a detailed discussion of any state, local or foreign tax considerations. The following discussion also does not address all tax matters that may be relevant to prospective shareholders in light of their particular circumstances. Moreover, it does not address all tax matters that may be relevant to shareholders who are subject to special treatment under the tax laws, such as insurance companies, tax-exempt entities, financial institutions or broker-dealers, foreign corporations, persons who are not citizens or residents of the United States and persons who own shares through a partnership or other entity treated as a flow-through entity for federal income tax purposes.

The specific tax attributes of a particular shareholder could have a material adverse impact on the tax considerations associated with the purchase, ownership and disposition of common shares. Therefore, it is essential that each prospective shareholder consult with his or her own tax advisors with regard to the application of the federal income tax laws to the shareholder's personal tax situation, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

The information in this section is based on the current Internal Revenue Code, current, temporary and proposed Treasury regulations, the legislative history of the Internal Revenue Code, current administrative interpretations and practices of the Internal Revenue Service, including its practices and policies as set forth in private letter rulings, which are not binding on the Internal Revenue Service, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. Thus, it is possible that the Internal Revenue Service could challenge the statements in this discussion, which do not bind the Internal Revenue Service or the courts, and that a court could agree with the Internal Revenue Service.
Our taxation

We elected REIT status beginning with the year that ended December 31, 1992. In any year in which we qualify as a REIT, we generally will not be subject to federal income tax on the portion of our REIT taxable income or capital gain that we distribute to our shareholders. This treatment substantially eliminates the double taxation that applies to most corporations, which pay a tax on their income and then distribute dividends to shareholders who are in turn taxed on the amount they receive. We elected taxable REIT subsidiary status for certain of our corporate subsidiaries engaged in activities which cannot be performed directly by a REIT, such as condominium conversion and sale activities. As a result, we will be subject to federal income tax on the taxable income generated by these activities in our taxable REIT subsidiaries.

We will be subject to federal income tax at regular corporate rates upon its,our REIT taxable income or capital gains that we do not distribute to our shareholders. In addition, we will be subject to a 4% excise tax if we do not satisfy specific REIT distribution requirements. We could also be subject to the “alternative minimum tax” on our items of tax preference. In addition, any net income from “prohibited transactions” (i.e., dispositions of property, other than property held by a taxable REIT subsidiary, held primarily for sale to customers in the ordinary course of business) will be subject to a 100% tax. We could also be subject to a 100% penalty tax on certain payments received from or on certain expenses deducted by a taxable REIT subsidiary if any such

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transaction is not respected by the Internal Revenue Service. If we fail to satisfy the 75% gross income test or the 95% gross income test (described below) but have maintained our qualification as a REIT because we satisfied certain other requirements, we will still generally be subject to a 100% penalty tax on the taxable income attributable to the gross income that caused the income test failure. If we fail to satisfy any of the REIT asset tests (described below) by more than a de minimis amount, due to reasonable cause, and consequentlywe nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest marginal corporate tax rate multiplied by the net income generated by the non-qualifying assets. If we fail to satisfy any provision of the Internal Revenue Code that would result in our failure to qualify as a REIT (other than a violation of the REIT gross income or asset tests described below) and the violation is due to reasonable cause, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure. Moreover, we may be subject to taxes in certain situations and on certain transactions that we do not presently contemplate.
We believe that we have qualified as a REIT for all of our taxable years beginning with 1992. We also believe that our current structure and method of operation is such that we will continue to qualify as a REIT. However, given the complexity of the REIT qualification requirements, we cannot provide any assurance that the actual results of our operations have satisfied or will satisfy the requirements under the Internal Revenue Code for a particular year.
If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions described herein do not apply, we will be subject to tax on our taxable income at regular corporate rates. We also may be subject to the corporate “alternative minimum tax.” As a result, our failure to qualify as a REIT would significantly reduce the cash we have available to distribute to our shareholders. Unless entitled to statutory relief, we would not be able to re-elect to be taxed as a REIT until our fifth taxable year after the year of disqualification. It is not possible to state whether we would be entitled to statutory relief.

Our qualification and taxation as a REIT depend on our ability to raise equity capital. Please seesatisfy various requirements under the “Our SuccessInternal Revenue Code. We are required to satisfy these requirements on a continuing basis through actual annual operating and other results. Accordingly, there can be no assurance that we will be able to continue to operate in a manner so as to remain qualified as a REIT.

Ownership of Taxable REIT Subsidiaries by Us. The Internal Revenue Code provides that REITs may own greater than ten percent of the voting power and value of the securities of a “taxable REIT subsidiary” or “TRS”, provided that the aggregate value of all of the TRS securities held by the REIT does not exceed 25% of the REIT's total asset value. TRSs are corporations subject to tax as a regular “C” corporation that have elected, jointly with a REIT, to be a TRS. Generally, a taxable REIT subsidiary may own assets that cannot otherwise be owned by a REIT and can perform impermissible tenant services (discussed below), which would otherwise taint our rental income under the REIT income tests. However, the REIT will be obligated to pay a 100% penalty tax on some payments that we receive or on certain expenses deducted by our TRSs if the economic arrangements between us, our tenants and the TRS are not comparable to similar arrangements among unrelated parties. A TRS may also receive income from prohibited transactions without incurring the 100% federal income tax liability imposed on REITs. Income from prohibited transactions may include the purchase and sale of land, the purchase and sale of completed development properties and the sale of condominium units.

TRSs pay federal and state income tax at the full applicable corporate rates. The amount of taxes paid on impermissible tenant services income and the sale of real estate held primarily for sale to customers in the ordinary course of business may be material in amount. The TRSs will attempt to reduce, if possible, the amount of these taxes, but we cannot guarantee whether, or the extent to which, measures taken to reduce these taxes will be successful. To the extent that these companies are required to pay taxes, less cash may be available for distributions to shareholders.

Share Ownership Test and Organizational Requirement. In order to qualify as a REIT, Is Dependentour shares of beneficial interest must be held by a minimum of 100 persons for at least 335 days of a taxable year that is 12 months, or during a proportionate part of a taxable year of less than 12 months. Also, not more than 50% in value of our shares of beneficial interest may be owned directly or indirectly by applying certain constructive ownership rules, by five or fewer individuals during the last half of each taxable year. In addition, we must meet certain other organizational requirements, including, but not limited to, that (i) the beneficial ownership in us is evidenced by transferable shares and (ii) we are managed by one or more trustees. We believe that we have satisfied all of these tests and all other organizational requirements and that we will continue to do so in the future. In order to ensure compliance with the 100 person test and the 50% share ownership test discussed above, we have placed certain restrictions on Compliancethe transfer of our shares that are intended to prevent further concentration of share ownership. However, such restrictions may not prevent us from failing these requirements, and thereby failing to qualify as a REIT.

Gross Income Tests. To qualify as a REIT, we must satisfy two gross income tests:

(1)At least 75% of our gross income for each taxable year must generally be derived directly or indirectly from rents

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from real property, interest on obligations secured by mortgages on real property or on interests in real property, gain from the sale or other disposition of non-dealer real property and shares of REIT stock, dividends paid by another REIT and from some types of temporary investments (excluding certain hedging income).
(2)At least 95% of our gross income for each taxable year must generally be derived from sources qualifying under the 75% test described in (1) above, non-REIT dividends, non-real estate mortgage interest and gain from the sale or disposition of non-REIT stock or securities (excluding certain hedging income).

To qualify as rents from real property for the purpose of satisfying the gross income tests, rental payments must generally be received from unrelated persons and not be based on the net income of the resident. Also, the rent attributable to personal property must not exceed 15% of the total rent. We may generally provide services to residents without “tainting” our rental income only if such services are “usually or customarily rendered” in connection with Federal Income Tax Requirements”the rental of real property and not otherwise considered “impermissible services”. If such services are impermissible, then we may generally provide them only if they are considered de minimis in amount, or are provided through an independent contractor from whom we derive no revenue and that meets other requirements, or through a taxable REIT subsidiary. We believe that services provided to residents by us either are usually or customarily rendered in connection with the rental of real property and not otherwise considered impermissible, or, if considered impermissible services, will meet the de minimis test or will be provided by an independent contractor or taxable REIT subsidiary. However, we cannot provide any assurance that the Internal Revenue Service will agree with these positions.

If we fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Internal Revenue Code. In this case, a penalty tax would still be applicable as discussed above. Generally, it is not possible to state whether in all circumstances we would be entitled to the benefit of these relief provisions and in the event these relief provisions do not apply, we will not qualify as a REIT.
Asset Tests. In general, on the last day of each quarter of our taxable year, we must satisfy four tests relating to the nature of our assets:

(1)At least 75% of the value of our total assets must consist of real estate assets (which include for this purpose shares in other real estate investment trusts) and certain cash related items;
(2)Not more than 25% of the value of our total assets may consist of securities other than those in the 75% asset class;
(3)Except for securities included in item 1 above, equity investments in other REITs, qualified REIT subsidiaries (i.e., corporations owned 100% by a REIT that are not TRSs or REITs), or taxable REIT subsidiaries: (a) the value of any one issuer's securities owned by us may not exceed 5% of the value of our total assets and (b) we may not own securities representing more than 10% of the voting power or value of the outstanding securities of any one issuer; and
(4)Not more than 25% of the value of our total assets may consist of securities of one or more taxable REIT subsidiaries.
The 10% value test described in clause (3)(b) above does not apply to certain securities that fall within a safe harbor under the Code. Under the safe harbor, the following are not considered “securities” held by us for purposes of this 10% value test: (i) straight debt securities, (ii) any loan of an individual or an estate, (iii) certain rental agreements for the use of tangible property, (iv) any obligation to pay rents from real property, (v) any security issued by a state or any political subdivision thereof, foreign government or Puerto Rico only if the determination of any payment under such security is not based on the profits of another entity or payments on any obligation issued by such other entity, or (vi) any security issued by a REIT. The timing and payment of interest or principal on a security qualifying as straight debt may be subject to a contingency provided that (A) such contingency does not change the effective yield to maturity, not considering a de minimis change which does not exceed the greater of ¼ of 1% or 5% of the annual yield to maturity or we own $1,000,000 or less of the aggregate issue price or value of the particular issuer's debt and not more than 12 months of unaccrued interest can be required to be prepaid or (B) the contingency is consistent with commercial practice and the contingency is effective upon a default or the exercise of a prepayment right by the issuer of the debt. If we hold indebtedness from any issuer, including a REIT, the indebtedness will be subject to, and may cause a violation of, the asset tests, unless it is a qualifying real estate asset or otherwise satisfies the above safe harbor. We currently own equity interests in certain entities that have elected to be taxed as REITs for federal income tax purposes and are not publicly traded. If any such entity were to fail to qualify as a REIT, we would not meet the 10% voting stock limitation and the 10% value limitation and we would, unless certain relief provisions applied, fail to qualify as a REIT. We believe that we and each of the REITs we own an interest in have and will comply with the foregoing asset tests for REIT qualification. However, we cannot provide any assurance that the Internal Revenue Service will agree with our determinations.
If we fail to satisfy the 5% or 10% asset tests described above after a 30-day cure period provided in the Internal Revenue Code, we will be deemed to have met such tests if the value of our non-qualifying assets is de minimis (i.e., “Compliancedoes not exceed the lesser of 1% of the total value of our assets at the end of the applicable quarter or $10,000,000) and we dispose of the non-qualifying

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assets within six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered. For violations due to reasonable cause and not willful neglect that are in excess of the de minimis exception described above, we may avoid disqualification as a REIT under any of the asset tests, after the 30-day cure period, by disposing of sufficient assets to meet the asset test within such six month period, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets and disclosing certain information to the Internal Revenue Service. If we cannot avail ourselves of these relief provisions, or if we fail to timely cure any noncompliance with REITthe asset tests, we would cease to qualify as a REIT.
Annual Distribution Requirements May Affect. To qualify as a REIT, we are generally required to distribute dividends, other than capital gain dividends, to our shareholders each year in an amount at least equal to 90% of our REIT taxable income. These distributions must be paid either in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the prior year and if paid with or before the first regular dividend payment date after the declaration is made. We intend to make timely distributions sufficient to satisfy our annual distribution requirements. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100% of our REIT taxable income, as adjusted, we are subject to tax on these amounts at regular corporate rates. We will be subject to a 4% excise tax on the excess of the required distribution over the sum of amounts actually distributed and amounts retained for which federal income tax was paid, if we fail to distribute during each calendar year at least the sum of: (1) 85% of our REIT ordinary income for the year; (2) 95% of our REIT capital gain net income for the year; and (3) any undistributed taxable income from prior taxable years. A REIT may elect to retain rather than distribute all or a portion of its net capital gains and pay the tax on the gains. In that case, a REIT may elect to have its shareholders include their proportionate share of the undistributed net capital gains in income as long-term capital gains and receive a credit for their share of the tax paid by the REIT. For purposes of the 4% excise tax described above, any retained amounts would be treated as having been distributed.
Ownership of Partnership Interests By Us. As a result of our ownership of the Operating Partnership, we will be considered to own and derive our proportionate share of the assets and items of income of the Operating Partnership, respectively, for purposes of the REIT asset and income tests, including its share of assets and items of income of any subsidiaries that are partnerships or limited liability companies.
State and Local Taxes. We may be subject to state or local taxation in various jurisdictions, including those in which we transact business or reside. Generally REITs have seen increases in state and local taxes in recent years. Our Financial Condition”state and “Federal Income Tax Considerations” sectionslocal tax treatment may not conform to the federal income tax treatment discussed above. Consequently, prospective shareholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in common shares.
Taxation of domestic shareholders subject to U.S. tax
General. If we qualify as a REIT, distributions made to our taxable domestic shareholders with respect to their common shares, other than capital gain distributions and distributions attributable to taxable REIT subsidiaries, will be treated as ordinary income to the extent that the distributions come out of earnings and profits. These distributions will not be eligible for the dividends received deduction for shareholders that are corporations nor will they constitute “qualified dividend income” under the Internal Revenue Code, meaning that such dividends will be taxed at marginal rates applicable to ordinary income rather than the special capital gain rates currently applicable to qualified dividend income distributed to shareholders who satisfy applicable holding period requirements. In determining whether distributions are out of earnings and profits, we will allocate our earnings and profits first to preferred shares and second to the common shares. The portion of ordinary dividends which represent ordinary dividends we receive from a TRS, will be designated as “qualified dividend income” to REIT shareholders. These qualified dividends are eligible for preferential tax rates if paid to our non-corporate shareholders.

To the extent we make distributions to our taxable domestic shareholders in excess of our earnings and profits, such distributions will be considered a return of capital. Such distributions will be treated as a tax-free distribution and will reduce the tax basis of a shareholder's common shares by the amount of the distribution so treated. To the extent such distributions cumulatively exceed a taxable domestic shareholder's tax basis, such distributions are taxable as gain from the sale of shares. Shareholders may not include in their individual income tax returns any of our net operating losses or capital losses.

Dividends declared by a REIT in October, November, or December are deemed to have been paid by the REIT and received by its shareholders on December 31 of that year, so long as the dividends are actually paid during January of the following year. However, this treatment only applies to the extent of the REIT's earnings and profits existing on December 31. To the extent the shareholder distribution paid in January exceeds available earnings and profits as of December 31, the excess will be treated as a distribution taxable to shareholders in the year paid. As such, for tax reporting purposes, January distributions paid to our shareholders may be split between two tax years.

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Distributions made by us that we properly designate as capital gain dividends will be taxable to taxable domestic shareholders as gain from the sale or exchange of a capital asset held for more than one year. This treatment applies only to the extent that the designated distributions do not exceed our actual net capital gain for the taxable year. It applies regardless of the period for which a domestic shareholder has held his or her common shares. Despite this general rule, corporate shareholders may be required to treat up to 20% of certain capital gain dividends as ordinary income.
Generally, our designated capital gain dividends will be broken out into net capital gains distributions (which are taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 20% as of January 1, 2013 for individual taxpayers in the highest tax bracket) and unrecaptured Section 1250 gain distributions (which are taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 25%).

Certain U.S. shareholders that are taxed as individuals, estates or trusts may also be required to pay an additional 3.8% tax on, among other things, dividends on and capital gains from the sale or other disposition of shares.

If, for any taxable year, we elect to designate as capital gain dividends any portion of the dividends paid or made available for the year to holders of all classes of shares of beneficial interest, then the portion of the capital gains dividends that will be allocable to the holders of common shares will be the total capital gain dividends multiplied by a fraction. The numerator of the fraction will be the total dividends paid or made available to the holders of the common shares for the year. The denominator of the fraction will be the total dividends paid or made available to holders of all classes of shares of beneficial interest.

We may elect to retain (rather than distribute as is generally required) net capital gain for a taxable year and pay the income tax on that gain. If we make this election, shareholders must include in income, as long-term capital gain, their proportionate share of the undistributed net capital gain. Shareholders will be treated as having paid their proportionate share of the tax paid by us on these gains. Accordingly, they will receive a tax credit or refund for the amount. Shareholders will increase the basis in their common shares by the difference between the amount of capital gain included in Risk Factorstheir income and the amount of the tax they are treated as having paid. Our earnings and profits will be adjusted appropriately.
In general, a shareholder will recognize gain or loss for federal income tax purposes on the sale or other disposition of common shares in EQR’s Annual Report on Form 10-Kan amount equal to the difference between:

(a)the amount of cash and the fair market value of any property received in the sale or other disposition; and
(b)the shareholder's adjusted tax basis in the common shares.
The gain or loss will be capital gain or loss if the common shares were held as a capital asset. Generally, the capital gain or loss will be long-term capital gain or loss if the common shares were held for more than one year.

In general, a loss recognized by a shareholder upon the sale of common shares that were held for six months or less, determined after applying certain holding period rules, will be treated as long-term capital loss to the extent that the shareholder received distributions that were treated as long-term capital gains. For shareholders who are individuals, trusts and estates, the long-term capital loss will be apportioned among the applicable long-term capital gain rates to the extent that distributions received by the shareholder were previously so treated.
Taxation of domestic tax-exempt shareholders
Most tax-exempt organizations are not subject to federal income tax except to the extent of their unrelated business taxable income, which is often referred to as UBTI. Unless a tax-exempt shareholder holds its common shares as debt financed property or uses the common shares in an unrelated trade or business, distributions to the shareholder should not constitute UBTI. Similarly, if a tax-exempt shareholder sells common shares, the income from the sale should not constitute UBTI unless the shareholder held the shares as debt financed property or used the shares in a trade or business.

However, for tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans, income from owning or selling common shares will constitute UBTI unless the organization is able to properly deduct amounts set aside or placed in reserve so as to offset the income generated by its investment in common shares. These shareholders should consult their own tax advisors concerning these set aside and reserve requirements which are set forth in the Internal Revenue Code.

In addition, certain pension trusts that own more than 10% of a “pension-held REIT” must report a portion of the distributions that they receive from the REIT as UBTI. We have not been and do not expect to be treated as a pension-held REIT

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for purposes of this rule.
Taxation of foreign shareholders
The following is a discussion of thesecertain anticipated United States federal income tax considerations.consequences of the ownership and disposition of common shares applicable to a foreign shareholder. For purposes of this discussion, a “foreign shareholder” is any person other than:

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(a)a citizen or resident of the United States;
(b)a corporation or partnership created or organized in the United States or under the laws of the United States or of any state thereof; or
(c)an estate or trust whose income is includable in gross income for United States federal income tax purposes regardless of its source.

Distributions by Us. Distributions by us to a foreign shareholder that are neither attributable to gain from sales or exchanges by us of United States real property interests nor designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of our earnings and profits. These distributions ordinarily will be subject to withholding of United States federal income tax on a gross basis at a 30% rate, or a lower treaty rate, unless the dividends are treated as effectively connected with the conduct by the foreign shareholder of a United States trade or business. Please note that under certain treaties lower withholding rates generally applicable to dividends do not apply to dividends from REITs. Dividends that are effectively connected with a United States trade or business will be subject to tax on a net basis at graduated rates, and are generally not subject to withholding. Certification and disclosure requirements must be satisfied before a dividend is exempt from withholding under this exemption. A foreign shareholder that is a corporation also may be subject to an additional branch profits tax at a 30% rate or a lower treaty rate.

We expect to withhold United States income tax at the rate of 30% on any such distributions made to a foreign shareholder unless:

(a)a lower treaty rate applies and any required form or certification evidencing eligibility for that reduced rate is filed with us; or
(b)the foreign shareholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income.

If such distribution is in excess of our current or accumulated earnings and profits, it will not be taxable to a foreign shareholder to the extent that the distribution does not exceed the adjusted basis of the shareholder's common shares. Instead, the distribution will reduce the adjusted basis of the common shares. To the extent that the distribution exceeds the adjusted basis of the common shares, it will give rise to gain from the sale or exchange of the shareholder's common shares. The tax treatment of this gain is described below.

We intend to withhold at a rate of 30%, or a lower applicable treaty rate, on the entire amount of any distribution not designated as a capital gain distribution. In such event, a foreign shareholder may seek a refund of the withheld amount from the IRS if it is subsequently determined that the distribution was, in fact, in excess of our earnings and profits, and the amount withheld exceeded the foreign shareholder's United States tax liability with respect to the distribution.

Any capital gain dividend with respect to any class of our stock which is “regularly traded” on an established securities market, will be treated as an ordinary dividend described above, if the foreign shareholder did not own more than 5% of such class of stock at any time during the one year period ending on the date of the distribution. Foreign shareholders generally will not be required to report such distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income tax purposes, including any capital gain dividends, will be subject to a 30% U.S. withholding tax (unless reduced or eliminated under an applicable income tax treaty), as described above. In addition, the branch profits tax will no longer apply to such distributions.

Distributions to a foreign shareholder that we designate at the time of the distributions as capital gain dividends, other than those arising from the disposition of a United States real property interest, generally will not be subject to United States federal income taxation unless:
(a)the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders, except

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that a shareholder that is a foreign corporation may also be subject to the branch profits tax, as discussed above; or
(b)the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's capital gains.
Under the Foreign Investment in Real Property Tax Act, which is known as FIRPTA, distributions to a foreign shareholder that are attributable to gain from sales or exchanges of United States real property interests will cause the foreign shareholder to be treated as recognizing the gain as income effectively connected with a United States trade or business. This rule applies whether or not a distribution is designated as a capital gain dividend. Accordingly, foreign shareholders generally would be taxed on these distributions at the same rates applicable to U.S. shareholders, subject to a special alternative minimum tax in the case of nonresident alien individuals. In addition, a foreign corporate shareholder might be subject to the branch profits tax discussed above, as well as U.S. federal income tax return filing requirements. We are required to withhold 35% of these distributions. The withheld amount can be credited against the foreign shareholder's United States federal income tax liability.

Although the law is not entirely clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the common shares held by U.S. shareholders would be treated with respect to foreign shareholders in the same manner as actual distributions of capital gain dividends. Under that approach, foreign shareholders would be able to offset as a credit against their United States federal income tax liability their proportionate share of the tax paid by us on these undistributed capital gains. In addition, if timely requested, foreign shareholders might be able to receive from the IRS a refund to the extent their proportionate share of the tax paid by us were to exceed their actual United States federal income tax liability.
Foreign Shareholders' Sales of Common Shares. Gain recognized by a foreign shareholder upon the sale or exchange of common shares generally will not be subject to United States taxation unless the shares constitute a “United States real property interest” within the meaning of FIRPTA. The common shares will not constitute a United States real property interest so long as we are a domestically controlled REIT. A domestically controlled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its stock is held directly or indirectly by foreign shareholders. We believe that we are a domestically controlled REIT. Therefore, we believe that the sale of common shares will not be subject to taxation under FIRPTA. However, because common shares and preferred shares are publicly traded, we cannot guarantee that we will continue to be a domestically controlled REIT. In any event, gain from the sale or exchange of common shares not otherwise subject to FIRPTA will be subject to U.S. tax, if either:

(a)the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders with respect to the gain; or
(b)the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's capital gains.
Even if we do not qualify as or cease to be a domestically controlled REIT, gain arising from the sale or exchange by a foreign shareholder of common shares still would not be subject to United States taxation under FIRPTA as a sale of a United States real property interest if:

(a)the class or series of shares being sold is “regularly traded,” as defined by applicable IRS regulations, on an established securities market such as the New York Stock Exchange; and
(b)the selling foreign shareholder owned 5% or less of the value of the outstanding class or series of shares being sold throughout the five-year period ending on the date of the sale or exchange.
If gain on the sale or exchange of common shares were subject to taxation under FIRPTA, the foreign shareholder would be subject to regular United States income tax with respect to the gain in the same manner as a taxable U.S. shareholder, subject to any applicable alternative minimum tax, a special alternative minimum tax in the case of nonresident alien individuals and the possible application of the branch profits tax in the case of foreign corporations. The purchaser of the common shares would be required to withhold and remit to the IRS 10% of the purchase price.
Information reporting requirement and backup withholding

We will report to our domestic shareholders and the Internal Revenue Service the amount of distributions paid during each calendar year and the amount of tax withheld, if any. Under certain circumstances, domestic shareholders may be subject to

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backup withholding. Backup withholding will apply only if such domestic shareholder fails to furnish certain information to us or the Internal Revenue Service. Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. Domestic shareholders should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption. Backup withholding is not an additional tax. Rather, the amount of any backup withholding with respect to a payment to a domestic shareholder will be allowed as a credit against such person's United States federal income tax liability and may entitle such person to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Withholding on foreign financial institutions and non-U.S. shareholders

The Foreign Account Tax Compliance Act (“FATCA”) is contained in Sections 1471 through 1474 of the Internal Revenue Code (and the Treasury Regulations thereunder) and was originally enacted in 2010 as part of the Hiring Incentives to Restore Employment Act. FATCA will impose a U.S. withholding tax at a 30% rate on dividends paid after June 30, 2014 and on proceeds from the sale of our shares paid after December 31, 2016 to “foreign financial institutions” (as defined under FATCA) and certain other foreign entities if certain due diligence and disclosure requirements related to U.S. accounts with, or ownership of, such entities are not satisfied or an exemption does not apply. If FATCA withholding is imposed, non-U.S. beneficial owners that are otherwise eligible for an exemption from, or a reduction of, U.S. withholding tax with respect to such distributions and sale proceeds would be required to seek a refund from the Internal Revenue Service to obtain the benefit of such exemption or reduction. Any payment made by us that is subject to withholding under FATCA or otherwise will be net of the amount required to be withheld.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties
As of December 31, 2010,2013, the Operating Partnership,Company, directly or indirectly through investments in title holding entities, owned all or a portion of 451390 properties located in 1712 states and the District of Columbia consisting of 129,604109,855 apartment units. The Operating Partnership’sCompany’s properties are summarized by building type in the following table:
             
          Average 
Type Properties  Apartment Units  Apartment Units 
Garden  354   100,551   284 
Mid/High-Rise  95   24,315   256 
Military Housing  2   4,738   2,369 
           
             
Total  451   129,604     
           
Type Properties Apartment Units 
Average
Apartment Units
Garden 214
 59,926
 280
Mid/High-Rise 174
 44,816
 258
Military Housing 2
 5,113
 2,557
Total 390
 109,855
  
The Operating Partnership’sCompany’s properties are summarized by ownership type in the following table:
         
  Properties  Apartment Units 
Wholly Owned Properties  425   119,634 
Partially Owned Properties — Consolidated  24   5,232 
Military Housing  2   4,738 
       
         
   451   129,604 
       
  Properties Apartment Units
Wholly Owned Properties 362
 98,468
Master-Leased Properties – Consolidated 3
 853
Partially Owned Properties – Consolidated 19
 3,752
Partially Owned Properties – Unconsolidated 4
 1,669
Military Housing 2
 5,113
  390
 109,855
As a result of the Archstone Transaction and the property sales to help finance the transaction, the Company’s portfolio has changed significantly from the portfolio summary included in the Company's annual report on Form 10-K for the year ended December 31, 2012. The following table sets forth certain information by market relating to the Operating Partnership’sCompany's properties at December 31, 2010:2013 as compared to December 31, 2012:
PORTFOLIO SUMMARY

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              % of  Average 
          % of Total  Stabilized  Rental 
Markets Properties  Apartment Units  Apartment Units  NOI  Rate (1) 
1 New York Metro Area  28   8,290   6.4%  12.7% $2,843 
2 DC Northern Virginia  31   10,393   8.0%  12.1%  1,869 
3 South Florida  38   12,869   9.9%  9.1%  1,313 
4 Los Angeles  39   8,311   6.4%  8.1%  1,717 
5 Boston  28   5,711   4.4%  7.1%  2,204 
6 Seattle/Tacoma  43   9,748   7.5%  6.7%  1,293 
7 San Francisco Bay Area  35   6,606   5.1%  6.0%  1,683 
8 San Diego  14   4,963   3.8%  5.2%  1,789 
9 Phoenix  36   10,769   8.3%  4.8%  848 
10 Denver  23   7,967   6.2%  4.7%  1,044 
11 Suburban Maryland  21   5,782   4.5%  4.5%  1,346 
12 Orlando  26   8,042   6.2%  4.2%  961 
13 Orange County, CA  11   3,490   2.7%  3.2%  1,518 
14 Atlanta  20   6,183   4.8%  3.0%  961 
15 Inland Empire, CA  11   3,639   2.8%  2.8%  1,352 
16 All Other Markets (2)  45   12,103   9.3%  5.8%  975 
                
                     
Total
  449   124,866   96.3%  100.0%  1,444 
                     
Military Housing  2   4,738   3.7%  —   — 
                
                     
Grand Total
  451   129,604   100.0%  100.0% $1,444 
                


  Portfolio Summary as of December 31, 2012 Portfolio Summary as of December 31, 2013
Markets/Metro Areas Properties Apartment Units 
% of
Stabilized
NOI (1)
 
Average
Rental
Rate (3)
 Properties Apartment Units 
% of
Stabilized
NOI (2)
 
Average
Rental
Rate (3)
Core:                
Washington DC 43
 14,425
 15.9% $1,992
 56
 18,275
 18.6% $2,223
New York 30
 8,047
 13.9% 3,433
 38
 10,330
 17.0% 3,727
San Francisco 40
 9,094
 8.6% 1,902
 51
 13,210
 13.2% 2,227
Los Angeles 48
 9,815
 9.9% 1,879
 57
 11,960
 11.3% 2,064
Boston 26
 5,832
 8.2% 2,560
 34
 7,816
 10.3% 2,802
South Florida 36
 12,253
 9.0% 1,463
 35
 11,462
 7.4% 1,547
Seattle 38
 7,563
 6.4% 1,627
 38
 7,734
 6.4% 1,778
Denver 24
 8,144
 5.5% 1,226
 19
 6,935
 4.5% 1,321
San Diego 14
 4,963
 5.0% 1,851
 13
 3,505
 3.2% 1,906
Orange County, CA 11
 3,490
 3.3% 1,660
 11
 3,490
 3.0% 1,723
Subtotal – Core 310
 83,626
 85.7% 1,941
 352
 94,717
 94.9% 2,202
Non-Core:                
Inland Empire, CA 10
 3,081
 2.4% 1,491
 10
 3,081
 2.2% 1,514
Orlando 21
 6,413
 3.5% 1,086
 10
 3,383
 1.7% 1,130
New England (excluding Boston) 14
 2,611
 1.3% 1,174
 11
 1,965
 0.8% 1,212
Phoenix 25
 7,400
 3.4% 946
 4
 1,260
 0.4% 952
Atlanta 12
 3,616
 2.0% 1,157
 1
 336
 0.0% 1,301
Jacksonville 6
 2,117
 1.1% 1,005
 —
 —
 —
 —
Tacoma, WA 3
 1,467
 0.6% 951
 —
 —
 —
 —
Subtotal – Non-Core 91
 26,705
 14.3% 1,099
 36
 10,025
 5.1% 1,248
Total 401
 110,331
 100.0% 1,737
 388
 104,742
 100.0% 2,110
Military Housing 2
 5,039
 —
 —
 2
 5,113
 —
 —
Grand Total 403
 115,370
 100.0% $1,737
 390
 109,855
 100.0% $2,110

(1)% of Stabilized NOI for the 12/31/12 Portfolio Summary includes budgeted 2013 NOI for stabilized properties, budgeted year one (March 2013 to February 2014) NOI for the Archstone properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
(2)% of Stabilized NOI for the 12/31/13 Portfolio Summary includes budgeted 2014 NOI for stabilized properties (including the Archstone properties) and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
(3)Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the last month

15

of December 2010.
(2)All Other Markets — Each individual market is less than 2.0% of stabilized NOI.the period presented.
Note: Projects under development are not included in the Portfolio Summary until construction has been completed, at which time the projects are included at their stabilized NOI. Projects under lease-up are included at their stabilized NOI.completed.
The Operating Partnership’sCompany’s properties had an average occupancy of approximately 94.1% (94.5%93.8% (94.8% on a same store basis) at December 31, 2010.2013. Certain of the Operating Partnership’sCompany’s properties are encumbered by mortgages and additional detail can be found on Schedule III —– Real Estate and Accumulated Depreciation. Resident leases are generally for twelve months in length and can require security deposits. The garden-style properties are generally defined as properties with two and/or three story buildings while the mid-rise/high-rise are defined as properties with greater than three story buildings. These two property types typically provide residents with amenities, which may include a clubhouse, swimming pool, laundry facilities and cable television access. Certain of these properties offer additional amenities such as saunas, whirlpools, spas, sports courts and exercise rooms or other amenities. In addition, many of our urban properties have parking garage and/or retail components. The military housing properties are defined as those properties located on military bases.
The distribution of the properties throughout the United States reflects the Operating Partnership’sCompany’s belief that geographic diversification helps insulate the portfolio from regional and economic influences. At the same time, the Operating PartnershipCompany has sought to create clusters of properties within each of its primarycore markets in order to achieve economies of scale in management and operation. The Operating PartnershipCompany may nevertheless acquire additional multifamily properties located anywhere in the United States.States and internationally.
The properties currently in various stages of development and lease-up at December 31, 20102013 are included in the following table:tables:
Consolidated Development and Lease-Up Projects as

30
Table of December 31, 2010Contents
(Amounts in thousands except for project and apartment unit amounts)

                                             
      No. of  Total  Total  Total Book
Value Not		                  Estimated  Estimated 
      Apartment  Capital  Book Value  Placed in  Total  Percentage  Percentage  Percentage  Completion  Stabilization 
Projects  Location Units  Cost (1)  to Date  Service  Debt  Completed  Leased  Occupied  Date  Date 
Projects Under Development — Wholly Owned:                                        
                                             
Red 160 (formerly Redmond Way) Redmond, WA  250  $84,382  $76,964  $76,964  $—   97%  86%  68%  Q1 2011   Q1 2012 
                                             
500 West 23rd Street (formerly 10 Chelsea) (2) New York, NY  111   55,555   27,382   27,382   —   33%  —   —   Q4 2011   Q4 2012 
                                             
Savoy III Aurora, CO  168   23,856   5,409   5,409   —   7%  —   —   Q3 2012   Q2 2013 
                                             
2201 Pershing Drive Arlington, VA  188   64,242   14,707   14,707   —   1%  —   —   Q3 2012   Q3 2013 
                                        
                                             
Projects Under Development — Wholly Owned  717   228,035   124,462   124,462   —                     
                                        
                                             
Projects Under Development    717   228,035   124,462   124,462   —                     
                                        
                                             
Completed Not Stabilized — Wholly Owned (3):                                        
                                             
Reunion at Redmond Ridge Redmond, WA  321   53,175   53,151   —   —       94%  93% Completed  Q1 2011 
                                             
Westgate Pasadena, CA  480   165,558   154,886   —   135,000(4)      80%  76% Completed  Q3 2011 
                                             
425 Mass (5) Washington, D.C.  559   166,750   166,750   —   —       61%  58% Completed  Q1 2012 
                                             
Vantage Pointe (5) San Diego, CA  679   200,000   200,000   —   —       42%  41% Completed  Q3 2012 
                                        
                                             
Projects Completed Not Stabilized — Wholly Owned  2,039   585,483   574,787   —   135,000                     
                                             
Completed Not Stabilized — Partially Owned (3):                                        
                                             
The Brooklyner (formerly 111 Lawrence) Brooklyn, NY  490   272,368   257,748   —   141,741       93%  89% Completed  Q2 2011 
                                        
                                             
Projects Completed Not Stabilized — Partially Owned  490   272,368   257,748   —   141,741                     
                                        
Projects Completed Not Stabilized
 2,529   857,851   832,535   —   276,741                     
                                        
                                             
Completed and Stabilized During the Quarter — Wholly Owned:
                              
                                             
70 Greene (formerly 77 Hudson) Jersey City, NJ  480   268,458   267,403   —   —       93%  91% Completed Stabilized
                                             
Third Square (formerly 303 Third) Cambridge, MA  482   257,457   256,546   —   —       94%  92% Completed Stabilized
                                        
                                             
Projects Completed and Stabilized During the Quarter — Wholly Owned  962   525,915   523,949   —   —                     
                                        
                                             
Projects Completed and Stabilized During the Quarter
  962   525,915   523,949   —   —                     
                                        
                                             
Total Projects    4,208  $1,611,801  $1,480,946  $124,462(6)  $276,741                     
                                        
                                             
Land Held for Development    N/A   N/A  $235,247  $235,247  $18,342                     
                                        
Consolidated Development and Lease-Up Projects as of December 31, 2013
(Amounts in thousands except for project and apartment unit amounts)
Projects Location 
No. of
Apartment
Units
 
Total
Capital
Cost (1)
 
Total
Book Value
to Date
 
Total Book
Value Not
Placed in
Service
 
Total
Debt
 
Percentage
Completed
 
Percentage
Leased
 
Percentage
Occupied
 
Estimated
Completion
Date
 
Estimated
Stabilization
Date
                        
Projects Under Development - Wholly Owned:                      
1111 Belle Pre (formerly The Madison) Alexandria, VA360
 $115,072
 $102,310
 $102,310
 $—
 92% 27% 17% Q1 2014 Q2 2015
Jia (formerly Chinatown Gateway) Los Angeles, CA280
 92,920
 86,761
 86,761
 —
 99% 4% —
 Q1 2014 Q3 2015
Urbana (formerly Market Street Landing) Seattle, WA 287
 90,024
 77,522
 77,522
 —
 88% 1% —
 Q1 2014 Q3 2015
Reserve at Town Center III Mill Creek, WA 95
 21,330
 18,429
 18,429
 —
 77% 10% —
 Q2 2014 Q4 2014
Residences at Westgate II (formerly Westgate III) Pasadena, CA 88
 54,037
 31,246
 31,246
 —
 36% —
 —
 Q2 2014 Q1 2015
Residences at Westgate I (formerly Westgate II) Pasadena, CA 252
 125,293
 101,569
 101,569
 —
 71% —
 —
 Q2 2014 Q2 2015
170 Amsterdam (2) New York, NY 237
 110,892
 44,799
 44,799
 —
 30% —
 —
 Q1 2015 Q1 2016
Azure (at Mission Bay) San Francisco, CA273
 189,090
 66,268
 66,268
 —
 21% —
 —
 Q3 2015 Q4 2016
West Seattle Seattle, WA 206
 67,112
 18,719
 18,719
 —
 2% —
 —
 Q4 2015 Q3 2016
Tallman Seattle, WA 303
 84,277
 23,397
 23,397
 —
 5% —
 —
 Q4 2015 Q2 2017
VIllage at Howard Hughes Los Angeles, CA 545
 193,231
 51,728
 51,728
 —
 1% —
 —
 Q2 2016 Q2 2017
Tasman San Jose, CA 554
 214,923
 49,380
 49,380
 —
 5% —
 —
 Q2 2016 Q2 2018
Projects Under Development - Wholly Owned   3,480
 1,358,201
 672,128
 672,128
 —
          
Projects Under Development - Partially Owned:                      
Park Aire (formerly Enclave at Wellington) (3) Wellington, FL 268
 50,000
 47,445
 47,445
 —
 96% 32% 29% Q1 2014 Q1 2015
400 Park Avenue South (4) New York, NY 269
 251,961
 172,523
 172,523
 —
 63% —
 —
 Q2 2015 Q1 2016
Projects Under Development - Partially Owned   537
 301,961
 219,968
 219,968
 —
          
                        
Projects Under Development   4,017
 1,660,162
 892,096
 892,096
 —
          
Completed Not Stabilized - Wholly Owned (5):                      
Gaithersburg Station (6) (7) Gaithersburg, MD389
 93,000
 92,177
 —
 89,462
   91% 85% Completed Q2 2014
Breakwater at Marina Del Rey (2) (6) (8) Marina Del Rey, CA224
 90,449
 87,590
 —
 27,000
   75% 70% Completed Q2 2014
Oasis at Delray Beach II (3) Delray Beach, FL 128
 23,739
 21,330
 —
 —
   47% 38% Completed Q2 2014
Projects Completed Not Stabilized - Wholly Owned   741
 207,188
 201,097
 —
 116,462
          
                        
Projects Completed Not Stabilized   741
 207,188
 201,097
 —
 116,462
          
                        
Total Consolidated Projects   4,758
 $1,867,350
 $1,093,193
 $892,096
 $116,462
          
                        
Land Held for Development   N/A N/A $393,522
 $393,522
 $—
          

(1)Total capital cost represents estimated cost for projects under development and/or developed and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.
(2)500 West 23rd Street — The land under this development is subject to a long-termlong term ground lease.

16

(3)The Company acquired this development project in connection with the Archstone Transaction and is continuing/has completed development activities. The Company owns 100% of Oasis at Delray Beach II and has a 95.0% ownership interest in Park Aire.
(4)The Company is jointly developing with Toll Brothers (NYSE: TOL) a project at 400 Park Avenue South in New York City with the Company's rental portion on floors 2-22 and Toll's for sale portion on floors 23-40. The total capital cost and total book value to date represent only the Company's portion of the project. Toll Brothers has funded $96.8 million for their allocated share of the project.
(5)Properties included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.
(6)Amounts have been adjusted to reflect Q2/Q3/Q4 2013 changes to the purchase price allocation for these projects which were acquired in the Archstone Transaction.
(7)The Company acquired this completed development project prior to stabilization in connection with the Archstone Transaction and is continuing lease-up activities. This project has a non-recourse loan with a current outstanding balance of $89.5 million, bears interest at 5.24% and matures April 1, 2053.
(8)The Company acquired this property in connection with the Archstone Transaction and has completed renovations. The non-recourse loan on this property has a current outstanding balance of $27.0 million, bears interest at LIBOR plus 1.75% and matures September 1, 2014.




31
Table of Contents


Unconsolidated Development and Lease-Up Projects as of December 31, 2013
(Amounts in thousands except for project and apartment unit amounts)
                          
Projects Location Percentage Ownership No. of
Apartment
Units		 Total
Capital
Cost (1)		 Total
Book Value
to Date		 Total Book
Value Not
Placed in
Service		 Total
Debt		 Percentage
Completed		 Percentage
Leased		 Percentage
Occupied		 Estimated
Completion
Date		 Estimated
Stabilization
Date
                          
Projects Under Development - Unconsolidated:                      
                         
Parkside at Emeryville (2) (3) Emeryville, CA 5.0% 176
 $75,000
 $45,123
 $45,123
 $11,379
 50% —
 —
 Q4 2014 Q4 2015
Projects Under Development - Unconsolidated   176
 75,000
 45,123
 45,123
 11,379
          
                          
Projects Under Development     176
 75,000
 45,123
 45,123
 11,379
          
                          
Completed Not Stabilized - Unconsolidated (4):                      
San Norterra (5) Phoenix, AZ 85.0% 388
 56,250
 52,899
 —
 33,030
   85% 78% Completed Q2 2014
Nexus Sawgrass (formerly Sunrise Village) (6) Sunrise, FL 20.0% 501
 80,000
 78,271
 —
 47,616
   69% 64% Completed Q3 2014
Domain (6) San Jose, CA 20.0% 444
 154,570
 153,207
 —
 91,633
   48% 44% Completed Q4 2015
Projects Completed Not Stabilized - Unconsolidated 1,333
 290,820
 284,377
 —
 172,279
          
                         
Projects Completed Not Stabilized   1,333
 290,820
 284,377
 —
 172,279
          
                          
Total Unconsolidated Projects   1,509
 $365,820
 $329,500
 $45,123
 $183,658
          

(1)Total capital cost represents estimated cost for projects under development and/or developed and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.
(2)The Company acquired this development project in connection with the Archstone Transaction. Total project costs are approximately $75.0 million and construction is being partially funded with a construction loan. Parkside at Emeryville has a maximum debt commitment of $39.5 million, the loan bears interest at LIBOR plus 2.25% and matures August 14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.
(3)Amounts have been adjusted to reflect Q2/Q3/Q4 2013 changes to the purchase price allocation for this project which was acquired in the Archstone Transaction.
(4)Properties included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.
Debt is tax-exempt bonds that are entirely outstanding, with $16.8 million held in escrow by the lender and released as draw requests are made. This escrowed amount is classified as “Deposits — restricted” in the consolidated balance sheets at December 31, 2010. The Operating Partnership paid off the $28.2 million in taxable bonds during the fourth quarter of 2010.
(5)The Company acquired this development project in connection with the Archstone Transaction. Total project costs are approximately $56.3 million and construction was partially funded with a non-recourse construction loan. San Norterra has a maximum debt commitment of $34.8 million, the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015.
The Operating Partnership acquired these completed development projects prior to stabilization and has begun/continued lease-up activities.
(6)These development projects are owned 20% by the Company and 80% by an institutional partner in two separate unconsolidated joint ventures. Total book value not placed in service excludes $5.9project costs are approximately $234.6 million and construction was predominantly funded with two separate long-term, non-recourse secured loans from the partner. The Company was responsible for constructing the projects and has given certain construction cost overrun guarantees but currently has no further funding obligations. Nexus Sawgrass has a maximum debt commitment of construction-in-progress related to$48.7 million, the reconstructionloan bears interest at 5.60% and matures January 1, 2021. Domain has a maximum debt commitment of $98.6 million, the Prospect Towers garage.loan bears interest at 5.75% and matures January 1, 2022.

Item 3. Legal Proceedings
The Operating PartnershipCompany is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Operating PartnershipCompany designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Operating PartnershipCompany believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Operating Partnership.Company. Accordingly, the Operating PartnershipCompany is defending the suit vigorously. Due to the pendency of the Operating Partnership’sCompany’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no amounts have been accrued at December 31, 2010.2013. While no assurances can be given, the Operating PartnershipCompany does not believe that the suit, if adversely determined, would have a material adverse effect on the Operating Partnership.Company.
The Operating PartnershipCompany does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Operating Partnership.Company.

Item 4. ReservedMine Safety Disclosures

17


Not applicable.


32

Table of Contents


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
OP Common Share Market Prices and Dividends (Equity Residential)
The following table sets forth, for the years indicated, the high, low and closing sales prices for and the distributions declared on the Company’s Common Shares, which trade on the New York Stock Exchange under the trading symbol EQR.

  Sales Price  
  High Low Closing Distributions
2013  
  
  
  
Fourth Quarter Ended December 31, 2013 $56.06
 $50.08
 $51.87
 $0.6500
Third Quarter Ended September 30, 2013 $59.40
 $50.24
 $53.57
 $0.4000
Second Quarter Ended June 30, 2013 $60.97
 $52.71
 $58.06
 $0.4000
First Quarter Ended March 31, 2013 $58.81
 $53.64
 $55.06
 $0.4000
         
2012  
  
  
  
Fourth Quarter Ended December 31, 2012 $59.61
 $53.25
 $56.67
 $0.7675
Third Quarter Ended September 30, 2012 $65.72
 $56.76
 $57.53
 $0.3375
Second Quarter Ended June 30, 2012 $63.84
 $58.67
 $62.36
 $0.3375
First Quarter Ended March 31, 2012 $62.79
 $53.56
 $62.62
 $0.3375

The number of record holders of Common Shares at February 21, 2014 was approximately 3,500. The number of outstanding Common Shares as of February 21, 2014 was 361,079,202.
Unit Dividends (ERP Operating Limited Partnership)
There is no established public market for the OP Units.Units (OP Units and LTIP Units).
The following table sets forth, for the years indicated, the distributions declared on the Operating Partnership’s OPPartnership's Units.
         
  Distributions 
  2010  2009 
Fourth Quarter Ended December 31, $0.4575  $0.3375 
Third Quarter Ended September 30, $0.3375  $0.3375 
Second Quarter Ended June 30, $0.3375  $0.4825 
First Quarter Ended March 31, $0.3375  $0.4825 
  Distributions
  2013 2012
Fourth Quarter Ended December 31, $0.6500
 $0.7675
Third Quarter Ended September 30, $0.4000
 $0.3375
Second Quarter Ended June 30, $0.4000
 $0.3375
First Quarter Ended March 31, $0.4000
 $0.3375
The number of record holders of OP Units and Long-Term Incentive Plan (“LTIP”) Units in the Operating Partnership at February 16, 2011 were 528 and 18, respectively.21, 2014 was approximately 500. The number of outstanding OP and LTIP Units as of February 16, 2011 were 307,338,881 and 401,971, respectively.21, 2014 was 375,458,545.
Unregistered OP UnitsCommon Shares Issued in the Quarter Ended December 31, 20102013 (Equity Residential)
During the quarter ended December 31, 2010,2013, EQR issued 20,000 Common Shares in exchange for 20,000 OP Units held by various limited partners of the Operating Partnership issued 15,948 OP Units having a value of $0.8 million.Partnership. OP Units are generally exchangeable into Common Shares of EQR on a one-for-one basis or, at the option of the Operating Partnership, the cash equivalent thereof, at any time one year after the date of issuance. These OP Unitsshares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in exchange for direct or indirect interest in multifamily properties in private placement transactionsreliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by the Operating PartnershipEQR from the limited partners in connection with these transactions, the Operating PartnershipEQR believes it may rely on these exemptions.

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Equity Compensation Plan Information
The following table provides information as of December 31, 20102013 with respect to EQR’sthe Company's Common Shares that may be issued under its existing equity compensation plans.
             
          Number of securities
          remaining available
  Number of securities Weighted average for future issuance
  to be issued upon exercise price of under equity
  exercise of outstanding compensation plans
  outstanding options, options, warrants (excluding securities
Plan Category warrants and rights and rights in column (a))
  (a) (1) (b) (1) (c) (2)
Equity compensation plans approved by shareholders  10,106,488  $33.00   8,799,709 
             
Equity compensation plans not approved by shareholders  N/A   N/A   N/A 

  
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted average
exercise price of
outstanding
options, warrants
and rights
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
in column (a))
Plan Category   
  (a) (1) (b) (1) (c) (2)
Equity compensation plans
     approved by shareholders
 8,470,532 $43.67 12,670,116
Equity compensation plans not
     approved by shareholders
 N/A N/A N/A

(1)The amounts shown in columns (a) and (b) of the above table do not include 911,950500,234 outstanding EQR Common Shares (all of which are restricted and subject to vesting requirements) that were granted under EQR’s Amended and Restated 1993 Share Option and Share Award Plan, as amended (the “1993 Plan”) and EQR’sthe Company's 2002 Share Incentive Plan, as restated (the “2002 Plan”) and the Company's 2011 Share Incentive Plan, as amended (the "2011 Plan") and outstanding EQR Common Shares that have been purchased by employees and trustees under EQR’Sthe Company's ESPP.
(2)
Includes 5,395,739 EQR9,562,775 Common Shares that may be issued under the 20022011 Plan, of which only 25%33% may

18

be in the form of restricted shares, and 3,403,970 EQR3,107,341 Common Shares that may be sold to employees and trustees under the ESPP.
     The aggregate number
On June 16, 2011, the shareholders of securities available for issuance (inclusive of restricted shares previously grantedEQR approved the Company's 2011 Plan and outstanding and shares underlying outstanding options) under the 2002 Plan equals 7.5% of EQR’s outstandingCompany filed a Form S-8 registration statement to register 12,980,741 Common Shares calculated on a fully diluted basis, determined annually on the first dayunder this plan. As of each calendar year. On January 1, 2011, this amount equaled 22,785,696, of which 5,395,739December 31, 2013, 9,562,775 shares were available for future issuance. NoIn conjunction with the approval of the 2011 Plan, no further awards may be granted under the 2002 Plan. The 2011 Plan after February 20, 2012.expires on June 16, 2021.

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

Item 6.Selected Financial Data
Item 6. Selected Financial Data
The following table setstables set forth selected financial and operating information on a historical basis for the Company and the Operating Partnership. The following information should be read in conjunction with all of the financial statements and notes thereto included elsewhere in this Form 10-K. The historical operating and balance sheet data have been derived from the historical financial statements of the Company and the Operating Partnership. All amounts have also been restated in accordance with the guidance on discontinued operations. Certain capitalized terms as used herein are defined in the Notes to Consolidated Financial Statements.

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CONSOLIDATED HISTORICAL FINANCIAL INFORMATION34
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(Financial information in thousands except for per Unit and property data)

Equity ResidentialEquity Residential
CONSOLIDATED HISTORICAL FINANCIAL INFORMATIONCONSOLIDATED HISTORICAL FINANCIAL INFORMATION
(Financial information in thousands except for per share and property data)(Financial information in thousands except for per share and property data)
                              
 Year Ended December 31,  Year Ended December 31,
 2010 2009 2008 2007 2006  2013 2012 2011 2010 2009
OPERATING DATA:
   
  
  
  
  
 
Total revenues from continuing operations $1,995,519 $1,856,503 $1,886,988 $1,739,444 $1,503,666  $2,387,702
 $1,747,502
 $1,525,220
 $1,334,418
 $1,211,141
           
 
Interest and other income $5,469 $16,585 $33,337 $19,660 $30,430  $4,656
 $150,546
 $7,963
 $4,278
 $16,515
           
 
(Loss) income from continuing operations $(19,844) $2,931 $(40,054) $(4,982) $(29,983) $(168,174) $160,298
 $(72,941) $(204,152) $(185,089)
           
 
Discontinued operations, net $315,827 $379,098 $476,467 $1,052,338 $1,177,600  $2,073,527
 $720,906
 $1,008,138
 $500,135
 $567,118
           
 
Net income $295,983 $382,029 $436,413 $1,047,356 $1,147,617  $1,905,353
 $881,204
 $935,197
 $295,983
 $382,029
           
 
Net income available to Units $282,341 $368,099 $419,241 $1,015,769 $1,100,721 
           
 
Earnings per Unit — basic: 
(Loss) from continuing operations available to Units $(0.11) $(0.04) $(0.20) $(0.12) $(0.25)
           
Net income available to Units $0.95 $1.27 $1.46 $3.40 $3.55 
           
Weighted average Units outstanding 296,527 289,167 287,631 298,392 310,452 
           
 
Earnings per Unit — diluted: 
(Loss) from continuing operations available to Units $(0.11) $(0.04) $(0.20) $(0.12) $(0.25)
           
Net income available to Units $0.95 $1.27 $1.46 $3.40 $3.55 
           
Weighted average Units outstanding 296,527 289,167 287,631 298,392 310,452 
           
 
Distributions declared per Unit outstanding $1.47 $1.64 $1.93 $1.87 $1.79 
           
 
Net income available to Common Shares $1,826,468
 $826,212
 $879,720
 $269,242
 $347,794
Earnings per share – basic:  
  
  
  
  
(Loss) income from continuing operations
available to Common Shares
 $(0.47) $0.45
 $(0.28) $(0.73) $(0.69)
Net income available to Common Shares $5.16
 $2.73
 $2.98
 $0.95
 $1.27
Weighted average Common Shares outstanding 354,305
 302,701
 294,856
 282,888
 273,609
Earnings per share – diluted:  
  
  
  
  
(Loss) income from continuing operations
available to Common Shares
 $(0.47) $0.45
 $(0.28) $(0.73) $(0.69)
Net income available to Common Shares $5.16
 $2.70
 $2.98
 $0.95
 $1.27
Weighted average Common Shares outstanding 354,305
 319,766
 294,856
 282,888
 273,609
Distributions declared per Common Share
outstanding
 $1.85
 $1.78
 $1.58
 $1.47
 $1.64
BALANCE SHEET DATA(at end of period):
   
  
  
  
  
Real estate, before accumulated depreciation $19,702,371 $18,465,144 $18,690,239 $18,333,350 $17,235,175  $26,800,948
 $21,008,429
 $20,407,946
 $19,702,371
 $18,465,144
Real estate, after accumulated depreciation $15,365,014 $14,587,580 $15,128,939 $15,163,225 $14,212,695  $21,993,239
 $16,096,208
 $15,868,363
 $15,365,014
 $14,587,580
Total assets $16,184,194 $15,417,515 $16,535,110 $15,689,777 $15,062,219  $22,834,545
 $17,201,000
 $16,659,303
 $16,184,194
 $15,417,515
Total debt $9,948,076 $9,392,570 $10,483,942 $9,478,157 $8,017,008  $10,766,254
 $8,529,244
 $9,721,061
 $9,948,076
 $9,392,570
Redeemable Limited Partners $383,540 $258,280 $264,394 $345,165 $509,310 
Noncontrolling Interests — Partially Owned Properties $7,991 $11,054 $25,520 $26,236 $26,814 
Total partners’ capital $5,200,585 $5,163,459 $5,043,185 $5,079,739 $5,800,205 
 
Redeemable Noncontrolling Interests –
Operating Partnership
 $363,144
 $398,372
 $416,404
 $383,540
 $258,280
Total shareholders’ equity $10,507,201
 $7,289,813
 $5,669,015
 $5,090,186
 $5,047,339
Total Noncontrolling Interests $337,995
 $237,294
 $193,842
 $118,390
 $127,174
OTHER DATA:
   
  
  
  
  
Total properties (at end of period) 451 495 548 579 617  390
 403
 427
 451
 495
Total apartment units (at end of period) 129,604 137,007 147,244 152,821 165,716  109,855
 115,370
 121,974
 129,604
 137,007
 
Funds from operations available to
Units — basic (1) (3) (4)		 $622,786 $615,505 $618,372 $713,412 $712,524 
Normalized funds from operations available to
Units — basic (2) (3) (4)		 $682,422 $661,542 $735,062 $699,029 $699,276 
 
Funds from operations available to Common
Shares and Units – basic (1) (3) (4)
 $872,421
 $993,217
 $752,153
 $622,786
 $615,505
Normalized funds from operations available to
Common Shares and Units – basic (2) (3) (4)
 $1,057,073
 $883,269
 $759,665
 $682,422
 $661,542
Cash flow provided by (used for):   
  
  
  
  
Operating activities $732,693 $672,462 $755,252 $793,232 $755,774  $868,916
 $1,046,155
 $800,467
 $726,037
 $670,812
Investing activities $(646,114) $103,579 $(344,028) $(200,749) $(259,780) $(6,977) $(261,168) $(197,208) $(639,458) $105,229
Financing activities $151,541 $(1,473,547) $428,739 $(801,929) $(324,545) $(1,420,995) $(556,318) $(650,746) $151,541
 $(1,473,547)

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ERP Operating Limited Partnership
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
(Financial information in thousands except for per Unit and property data)
           
  Year Ended December 31,
  2013 2012 2011 2010 2009
OPERATING DATA:  
  
  
  
  
Total revenues from continuing operations $2,387,702
 $1,747,502
 $1,525,220
 $1,334,418
 $1,211,141
Interest and other income $4,656
 $150,546
 $7,963
 $4,278
 $16,515
(Loss) income from continuing operations $(168,174) $160,298
 $(72,941) $(204,152) $(185,089)
Discontinued operations, net $2,073,527
 $720,906
 $1,008,138
 $500,135
 $567,118
Net income $1,905,353
 $881,204
 $935,197
 $295,983
 $382,029
Net income available to Units $1,901,746
 $864,853
 $920,500
 $282,341
 $368,099
Earnings per Unit – basic:  
  
  
  
  
(Loss) income from continuing operations
   available to Units
 $(0.47) $0.45
 $(0.28) $(0.73) $(0.69)
Net income available to Units $5.16
 $2.73
 $2.98
 $0.95
 $1.27
Weighted average Units outstanding 368,038
 316,554
 308,062
 296,527
 289,167
Earnings per Unit – diluted:  
  
  
  
  
(Loss) income from continuing operations
   available to Units
 $(0.47) $0.45
 $(0.28) $(0.73) $(0.69)
Net income available to Units $5.16
 $2.70
 $2.98
 $0.95
 $1.27
Weighted average Units outstanding 368,038
 319,766
 308,062
 296,527
 289,167
Distributions declared per Unit outstanding $1.85
 $1.78
 $1.58
 $1.47
 $1.64
BALANCE SHEET DATA (at end of period):
  
  
  
  
  
Real estate, before accumulated depreciation $26,800,948
 $21,008,429
 $20,407,946
 $19,702,371
 $18,465,144
Real estate, after accumulated depreciation $21,993,239
 $16,096,208
 $15,868,363
 $15,365,014
 $14,587,580
Total assets $22,834,545
 $17,201,000
 $16,659,303
 $16,184,194
 $15,417,515
Total debt $10,766,254
 $8,529,244
 $9,721,061
 $9,948,076
 $9,392,570
Redeemable Limited Partners $363,144
 $398,372
 $416,404
 $383,540
 $258,280
Total partners' capital $10,718,613
 $7,449,419
 $5,788,551
 $5,200,585
 $5,163,459
Noncontrolling Interests – Partially Owned
   Properties
 $126,583
 $77,688
 $74,306
 $7,991
 $11,054
OTHER DATA:  
  
  
  
  
Total properties (at end of period) 390
 403
 427
 451
 495
Total apartment units (at end of period) 109,855
 115,370
 121,974
 129,604
 137,007
Funds from operations available to Units –
   basic (1) (3) (4)
 $872,421
 $993,217
 $752,153
 $622,786
 $615,505
Normalized funds from operations available to
   Units – basic (2) (3) (4)
 $1,057,073
 $883,269
 $759,665
 $682,422
 $661,542
Cash flow provided by (used for):  
  
  
  
  
Operating activities $868,916
 $1,046,155
 $800,467
 $726,037
 $670,812
Investing activities $(6,977) $(261,168) $(197,208) $(639,458) $105,229
Financing activities $(1,420,995) $(556,318) $(650,746) $151,541
 $(1,473,547)

(1)The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales and impairment write-downs of depreciable property,operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or

20

loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Operating PartnershipCompany commences the conversion of apartment units to condominiums, it simultaneously discontinues depreciation of such property.

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(2)Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:
•
▪the impact of any expenses relating to non-operating asset impairment and valuation allowances;
▪•property acquisition and other transaction costs related to mergers and acquisitions and pursuit cost write-offs (other expenses);write-offs;
▪•gains and losses from early debt extinguishment, including prepayment penalties, preferred share/preference unit redemptions and the cost related to the implied option value of non-cash convertible debt discounts;
▪•gains and losses on the sales of non-operating assets, including gains and losses from land parcel and condominium sales, net of the effect of income tax benefits or expenses; and
▪•other miscellaneous non-comparable items.

(3)The Operating PartnershipCompany believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Operating PartnershipCompany also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Operating Partnership’sCompany’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Operating Partnership’sCompany’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Operating Partnership’sCompany’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.
(4)FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain restrictions, the Noncontrolling Interests – Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis.
Note: See Item 7 for a reconciliation of net income to FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units.

Item 7.Note: See Item 7 for a reconciliationManagement’s Discussion and Analysis of net income to FFO, FFO available to Units, Normalized FFOFinancial Condition and Normalized FFO available to Units.Results of Operations
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the results of operations and financial condition of the Company and the Operating Partnership should be read in connection with the Consolidated Financial Statements and Notes thereto. Due to the Operating Partnership’sCompany's ability to control the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary entity has been consolidated with the Operating PartnershipCompany for financial reporting purposes, except for anone unconsolidated development land parcelproperty, four unconsolidated operating properties and our military housing properties. Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2010.2013.

Forward-Looking Statements
Forward-looking statements in this Item 7 as well as elsewhere in this Annual Report on Form 10-K are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Operating Partnership’sCompany's management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Operating PartnershipCompany to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management’smanagement's control. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Operating PartnershipCompany undertakes no obligation to update or supplement these forward-looking statements. Factors that might cause such differences include, but are not limited to the following:

▪We intend to actively acquire, and/or develop and rehab multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may

37

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

21

concessions. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to complete a development property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. The total number of development units, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation;
•▪Debt financing and other capital required by the Operating PartnershipCompany may not be available or may only be available on adverse terms;
•▪Labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated;
•▪Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily housing and single family housing, increasing portions of single family housing stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, governmental regulations, slow or negative employment growth and household formation, the availability of low interestlow-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social preferences and the potential for geopolitical instability, all of which are beyond the Operating Partnership’sCompany's control; and
▪•
Additional factors as discussed in Part I of this Annual Report on Form 10-K, particularly those under “Item 1A.Risk Factors”.
Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.

Overview
     ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of
Equity Residential (“EQR”). EQR,, a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. 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.

EQR is onethe general partner of, and as of December 31, 2013 owned an approximate 96.2% ownership interest in, ERPOP. All of the largestCompany'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 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 real estate companies and is the largest publicly traded owner of multifamily properties in the United States (based on the aggregate market value of its outstanding Common Shares, the number of apartment units wholly owned and total revenues earned). equity.

The Operating Partnership’sCompany's corporate headquarters are located in Chicago, Illinois and the Operating PartnershipCompany also operates property management offices in each of its markets. As of December 31, 2010,2013, the Operating PartnershipCompany had approximately 4,0003,600 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.
     EQR is the general partner of, and as of December 31, 2010 owned an approximate 95.5% ownership interest in ERPOP. All of EQR’s property ownership, development and related business operations are conducted through ERPOP and its subsidiaries. References to the “Operating Partnership” include ERPOP and those entities owned or controlled by it. References to the “Company” mean EQR and the Operating Partnership.
Business Objectives and Operating and Investing Strategies

The Operating PartnershipCompany invests in high quality apartment communities located in strategically targeted markets with the goal of maximizing our risk adjusted total return (operating income plus capital appreciation) on invested capital.


38

We seek to maximize the income and capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. We are focused primarily on the six core coastal, high barrier to entry markets of Boston, New York, Washington DC, Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle. These markets generally feature one or more of the following characteristics that allow us to increase rents:
▪High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties, creating limits on new supply;
▪High home ownership costs;
▪Strong economic growth leading to job growth and household formation, which in turn leads to high demand for our apartments;
▪Urban core locations with an attractive quality of life and higher wage job categories leading to high resident demand and retention; and
▪Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments.

Our operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders. Revenue is maximized by drivingattracting qualified resident prospects to our properties, cost-effectively converting this traffic cost-effectivelythese prospects into new leases at the highest rent possible,residents and keeping our residents satisfied and renewingso they will renew their leases at yet higher rents.upon expiration. While we believe that it is our high-quality, well-located assets that bring our customers to us, it is ourthe customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.

We use technology to engage our customers in the way that they want to be engaged. Many of our residents utilize our web-based resident portal which allows them to sign and renew their leases, review their accountaccounts and make payments, provide feedback and make service requests on-line.

22

     We seek to maximize capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. These markets generally feature one or more of the following:
•High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply;
•High single family home prices making our apartments a more economical housing choice;
•Strong economic growth leading to household formation and job growth, which in turn leads to high demand for our apartments; and
•An attractive quality of life leading to high demand and retention and allowing us to more readily increase rents.
Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, securities, sales of properties and joint venture agreements and collateralized and uncollateralized borrowings.agreements. In addition, the Operating PartnershipCompany may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“OP Units”) as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. ERPOPThe Company may also acquire land parcels to hold and/or sell based on market opportunities.opportunities as well as options to buy more land in the future. The Operating PartnershipCompany may also seek to acquire properties by purchasing defaulted or distressed debt that encumbers desirable properties in the hope of obtaining title to property through foreclosure or deed-in-lieu of foreclosure proceedings. The Operating PartnershipCompany has also, in the past, converted some of its properties and sold them as condominiums but is not currently active in this line of business.
     The Operating Partnership primarily sourcesOver the funds for its new property acquisitions in its core markets with the sales proceeds from selling assets that are older or located in non-core markets. During the last fivepast several years, the Operating PartnershipCompany has done an extensive repositioning of its portfolio from low barrier to entry/non-core markets to high barrier to entry/core markets. Since 2005, the Company has sold over 97,000162,000 apartment units primarily in its non-core markets for an aggregate sales price of $7.2approximately $15.6 billion, and acquired nearly 25,000over 66,000 apartment units primarily in its core markets for approximately $5.5 billion.$19.0 billion and began approximately $4.1 billion of development projects primarily in its core markets. We are currently acquiringseeking to acquire and developingdevelop assets primarily in the following targetedsix core coastal metropolitan areas: Boston, New York, Washington DC, South Florida, Southern California, San Francisco Seattle and to a lesser extent Denver.Seattle. We also have investments (in the aggregate about 18%11.9% of our NOI)NOI at December 31, 2013) in otherthe two core markets including Atlanta, Phoenix, Portland, Oregon, New England excluding Boston, Tampa, Orlandoof South Florida and JacksonvilleDenver but do not currently intend to acquire or develop new assets in these markets. Further, we are in the process of exiting Phoenix and Orlando and will use sales proceeds from these markets to acquire and/or develop new assets and for other corporate purposes.

As part of its strategy, the Operating PartnershipCompany purchases completed and fully occupied apartment properties, partially completed or partially unoccupiedoccupied properties and takes options on land or acquires land on which apartment properties can be constructed. We intend to hold a diversified portfolio of assets across our target markets. Currently,As of December 31, 2013, no single market/metropolitan area accountsaccounted for more than 17%18.6% of our NOI, though no guarantee can be made that NOI concentration may not increase in the future.

We endeavor to attract and retain the best employees by providing them with the education, resources and opportunities to succeed. We provide many classroom and on-line training courses to assist our employees in interacting with prospects and residents as well as extensively train our customer service specialists in maintaining theour properties and improvements, equipment and appliances on our property sites.appliances. We actively promote from within and many senior corporate and property leaders have risen from entry level or

39

junior positions. We monitor our employees’employees' engagement by surveying them annually and have consistently received high engagement scores.

We have a commitment to sustainability and consider the environmental impacts of our business activities. Sustainability and social responsibility are key drivers in our focus in creating the best apartment communities for residents to live, work and play. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. With its high density, multifamily housing is, by its nature, an environmentally friendly property type. Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban locations near public transportation. When developing and renovating our properties, we strive to reduce energy and water usage by investing in energy saving technology while positively impacting the experience of our residents and the value of our assets. We continue to implement a combination of irrigation, lighting, HVAC and HVACrenewable energy improvements at our properties that will reduce energy and water consumption. For additional information regarding our sustainability efforts, see our December 2013 Corporate Social Responsibility and Sustainability Report at our website, www.equityresidential.com.

Current Environment
     Through much
On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of 2009,their respective subsidiaries completed their previously-announced acquisition (the “Archstone Acquisition” or the Operating Partnership assumed“Archstone Transaction”) from Archstone Enterprise LP (“Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings, Inc. (“Lehman”) and its affiliates, of all of the assets and liabilities of Enterprise (including interests in various entities affiliated with Enterprise), constituting a highly cautious outlook given uncertaintyportfolio of apartment properties and other assets (the “Archstone Portfolio”). As a result of the Archstone Acquisition, the Company owns assets representing approximately 60% of the Archstone Portfolio. The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash in the general economyamount of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the acquisition date closing price of EQR's Common Shares of $55.99 per share) and the capital marketsassumption of $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and expected reduction in our property operations. In late 2009,approximately 60% of all of the Operating Partnership saw that occupancy was firming. This was an especially encouraging sign as it came during the Operating

23

Partnership’s seasonally slower fourth quarter. At the same time, the Operating Partnership also saw marked improvement in the capital markets. In response, the Operating Partnership began acquiringother assets and increasing rents for both new and renewing residents, which ledliabilities related to better operating and investment performancethe Archstone Portfolio. On February 18, 2014, Lehman publicly announced that it had sold the remaining Common Shares issued by the Company as partial consideration for the Operating Partnership. 2010 was characterizedportion of the Archstone Portfolio acquired by higher occupancy and rent levels than 2009. The Operating Partnership increased rents to a greater extent in markets like the Northeast, where the economy was stronger and multifamily operating conditions were better. In 2010, the Operating Partnership ceased to hold the large cash balances (often $1.0 billion or more) that it held in 2009 in anticipation of debt maturities in an unsure capital markets climate. This had the result of increasing the Operating Partnership’s earnings by decreasing debt prefunding costs. Finally, the Operating Partnership was aggressive in acquiring $1.5 billion of assets in its target markets in 2010. Improvement materialized throughout 2010 and as we enter 2011, we expect strong growth in same store revenue (anticipated increases ranging from 4.0% to 5.0%) and NOI (anticipated increases ranging from 5.0% to 7.5%) and are optimistic that the improvement realized in 2010 will be sustained for the foreseeable future.Company.
     We currently have access to multiple sources of capital including the equity markets as well as both the secured and unsecured debt markets. In July 2010, the Operating Partnership completed a $600.0 million unsecured ten year notes offering with a coupon of 4.75% and an all-in effective interest rate of 5.09%. The all-in rate combined with its accretive nature compared to maturing 2011 fixed rate debt led the Operating Partnership to pursue this transaction. EQR also raised $291.9 million in equity under its ATM Common Share offering program in 2010 and has raised an additional $154.5 million under this program thus far in 2011.
     Given the strong market for many of our disposition assets and increased competition for assets in our target markets, we expect to be a net seller of assets in 2011 in contrast to being a net buyer of assets in 2010. The Operating Partnership acquired 16 consolidated properties consisting of 4,445 apartment units for $1.5 billion and six land parcels for $68.9 million duringDuring the year ended December 31, 2010. While competition2013, the Company acquired 73 consolidated properties consisting of 20,914 apartment units, one unconsolidated property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853 apartment units, four projects in various stages of development (two consolidated and two unconsolidated) and 15 land parcels for $9.1 billion. All but one of these properties and all but one of these land parcels were acquired in conjunction with the Archstone Transaction and the Company has completed the integration of these properties we were interested in acquiring increased as 2010 progressed due to the overall improvement in market fundamentals, we were able to close several, of what we believe are, long-term, value added acquisition opportunities. Our acquisition pipeline has moderated and we expect a greater concentration of our 2011 acquisitions to occur in the latter half of the year.their operations. We believe our access to capital, our ability to execute large, complex transactions and our ability to efficiently stabilize large scale lease up properties provide us with a competitive advantage. Duringadvantage, which was demonstrated in the Archstone Transaction. The Company currently budgets consolidated acquisitions of approximately $500.0 million during the year ending December 31, 2014 to be funded with proceeds from dispositions (see discussion below).

The Company started construction on seven projects representing 2,213 apartment units totaling approximately $880.9 million of development costs during the year ended December 31, 2010,2013. The Company expects to increase its development activity as compared to the Operating Partnershippast few years and has budgeted approximately $750.0 million of new apartment construction starts on land currently owned during each of the years ending December 31, 2014 and 2015. We currently budget spending approximately $575.0 million on development costs during the year ending December 31, 2014. This capital will be primarily sourced with excess operating cash flow and availability on our revolving credit facility.

The Company continues to sell non-core assets and reduce its exposure to non-core markets as we believe these assets will have lower long-term returns and we can sell them for prices that we believe are favorable. The Archstone Transaction provided an opportunity to accelerate this strategy and do so efficiently through the use of Section 1031 tax deferred exchanges. The Company sold 3594 consolidated properties consisting of 7,17129,180 apartment units, seven consolidated land parcels and one commercial building for $718.4$4.6 billion and one unconsolidated land parcel for $26.4 million (sales price for the unconsolidated land parcel is the gross sales price and 27 unconsolidated properties consistingEQR's share of 6,275 apartment units generatingthe net sales proceeds approximated 25%) during the year ended December 31, 2013. These dispositions combined with reinvestment of the cash proceeds in assets with lower cap rates (see definition below) were dilutive to our earnings per share. The Company defines dilution from transactions as the lost NOI from sales proceeds that were not reinvested in other apartment properties or were reinvested in properties with a lower cap rate. The Company funded a significant portion of the cash purchase price of the Archstone Transaction with capital raised through these significant dispositions of assets. While this accelerated disposition program was dilutive to our per share results, it also significantly mitigated the execution risk

40

on the Archstone Transaction. Beginning in 2014 and going forward, the Company expects a decrease in dilution due to our reduced disposition expectations and the locations of our planned dispositions. The Company currently budgets consolidated dispositions of approximately $500.0 million during the year ending December 31, 2014.

As a result of the Archstone Transaction and the property sales to help finance the transaction, the Company’s portfolio has changed significantly from the portfolio summary included in the Company's annual report on Form 10-K for the year ended December 31, 2012. The following table sets forth certain information by market relating to the Operating PartnershipCompany's properties at December 31, 2013 as compared to December 31, 2012:


  Portfolio Summary as of December 31, 2012 Portfolio Summary as of December 31, 2013
Markets/Metro areas Properties Apartment Units 
% of
Stabilized
NOI (1)
 
Average
Rental
Rate (3)
 Properties Apartment Units 
% of
Stabilized
NOI (2)
 
Average
Rental
Rate (3)
Core:                
Washington DC 43
 14,425
 15.9% $1,992
 56
 18,275
 18.6% $2,223
New York 30
 8,047
 13.9% 3,433
 38
 10,330
 17.0% 3,727
San Francisco 40
 9,094
 8.6% 1,902
 51
 13,210
 13.2% 2,227
Los Angeles 48
 9,815
 9.9% 1,879
 57
 11,960
 11.3% 2,064
Boston 26
 5,832
 8.2% 2,560
 34
 7,816
 10.3% 2,802
South Florida 36
 12,253
 9.0% 1,463
 35
 11,462
 7.4% 1,547
Seattle 38
 7,563
 6.4% 1,627
 38
 7,734
 6.4% 1,778
Denver 24
 8,144
 5.5% 1,226
 19
 6,935
 4.5% 1,321
San Diego 14
 4,963
 5.0% 1,851
 13
 3,505
 3.2% 1,906
Orange County, CA 11
 3,490
 3.3% 1,660
 11
 3,490
 3.0% 1,723
Subtotal – Core 310
 83,626
 85.7% 1,941
 352
 94,717
 94.9% 2,202
Non-Core:                
Inland Empire, CA 10
 3,081
 2.4% 1,491
 10
 3,081
 2.2% 1,514
Orlando 21
 6,413
 3.5% 1,086
 10
 3,383
 1.7% 1,130
New England (excluding Boston) 14
 2,611
 1.3% 1,174
 11
 1,965
 0.8% 1,212
Phoenix 25
 7,400
 3.4% 946
 4
 1,260
 0.4% 952
Atlanta 12
 3,616
 2.0% 1,157
 1
 336
 0.0% 1,301
Jacksonville 6
 2,117
 1.1% 1,005
 —
 —
 —
 —
Tacoma, WA 3
 1,467
 0.6% 951
 —
 —
 —
 —
Subtotal – Non-Core 91
 26,705
 14.3% 1,099
 36
 10,025
 5.1% 1,248
Total 401
 110,331
 100.0% 1,737
 388
 104,742
 100.0% 2,110
Military Housing 2
 5,039
 —
 —
 2
 5,113
 —
 —
Grand Total 403
 115,370
 100.0% $1,737
 390
 109,855
 100.0% $2,110
Note: Projects under development are not included in the Portfolio Summary until construction has been completed.

(1)% of Stabilized NOI for the 12/31/12 Portfolio Summary includes budgeted 2013 NOI for stabilized properties, budgeted year one (March 2013 to February 2014) NOI for the Archstone properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
(2)% of Stabilized NOI for the 12/31/13 Portfolio Summary includes budgeted 2014 NOI for stabilized properties (including the Archstone properties) and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
(3)Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the last month of the period presented.

We currently have access to multiple sources of $26.9 million,capital including the equity markets as well as 2 condominium unitsboth the secured and unsecured debt markets. In April 2013, the Company completed a $500.0 million unsecured ten year note offering with a coupon of 3.00% and an all-in effective interest rate of approximately 4.0% including the effect of fees and the termination of certain interest rate hedges. In February 2013, the Company issued 34,468,085 Common Shares with a value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for $0.4the acquisition of the Archstone Portfolio. In December 2012, the Company raised $1.2 billion in equity in a public offering of 21,850,000 Common Shares priced at $54.75 per share. On January 11, 2013, the Company replaced its existing $1.75 billion credit facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The Company believes that the new facility, provided by a diversified and strong bank group, increases its balance sheet flexibility going forward. On January 11, 2013, the Company also entered into a senior unsecured $750.0 million delayed draw term loan facility which was

41

fully drawn on February 27, 2013 in connection with the Archstone Acquisition.

In October 2013, the Company used cash on hand from dispositions to repay $963.5 million outstanding of 5.883% mortgage debt assumed as part of the Archstone Transaction prior to the November 1, 2014 maturity date. Also in October 2013, the Company closed a new $800.0 million mortgage loan from a large insurance company which matures on November 10, 2023, is interest only and carries a fixed interest rate of 4.21%. The Company used the loan proceeds from this new loan to simultaneously repay $825.0 million of a $1.27 billion mortgage loan assumed as part of the Archstone Transaction. The approximately $440.0 million balance will remain outstanding, continue to mature in November 2017 and continue to carry a fixed interest rate of 6.256%. In conjunction with the early debt extinguishment activity discussed above, the Company incurred cash prepayment costs of approximately $151.0 million and one land parcel for $4.0 million. We expecta net charge to continue strategic dispositionsearnings of approximately $42.9 million after consideration of the write-off of the Archstone-related debt premium. The Company believes it has obtained favorable interest terms on this long term debt and see an increase in dispositions in 2011has substantially extended the duration of its debt maturities as we believe there is currentlywell as reduced its 2014 and 2017 maturities as a robust market and favorable pricing for certainpercentage of our non-strategic assets. Our dispositions in 2010 were at higher capitalization (“cap”) rates (see definition in Results of Operations) than the acquisitions we completed. We expect this to continue in 2011 and expect to experience dilution from past and future transactions.outstanding debt.

We believe that cash and cash equivalents, securities readily convertible to cash, current availability on our revolving credit facility and disposition proceeds for 20112014 will provide sufficient liquidity to meet our funding obligations relating to asset acquisitions, debt maturities and existing development projects through 2011.2014. We expect that our remaining longer-term funding requirements will be met through some combination of new borrowings, equity issuances, (including EQR’s ATM share offering program), property dispositions, joint ventures and cash generated from operations.

There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac.Mac (the “Government Sponsored Enterprises” or “GSEs”) and recent changes in leadership of the GSEs' regulator has heightened this uncertainty. Through their lender originator networks, the GSEs are significant lenders both to the Company and to buyers of the Company's properties. The GSEs have a mandate to support multifamily housing through their financing activities. Any changes to their mandates, further reductions in their size or the scale of their activities or loss of key personnel could have a significant impact on the Operating PartnershipCompany and may, among other things, lead to lower values for our disposition assets and higher interest rates on our borrowings. SuchDuring the first quarter of 2013, the regulator of the GSEs required the GSEs to decrease their 2013 multifamily lending activities by 10% compared to 2012 levels and it is not clear if further reductions will be mandated. The GSEs' regulator may require the GSEs to focus more of their lending activities on properties that the regulator deems affordable, which may or may not include the Company's assets. By selling the assets required to pay for Archstone in the first half of 2013, the Company substantially mitigated the risk that changes in GSE activity would impact its Archstone-related disposition program. Reductions in GSE activity or increases in GSE loan pricing may also provide ana competitive advantage to us by making the cost of financing single family home ownershipmultifamily properties more expensive for other multifamily owners while the Company continues to have access to cheaper capital in the public and provide us a competitive advantage givenprivate debt and equity markets (see examples of this access discussed above). Over time, we expect that other lenders, including the sizecommercial mortgage-backed securities market and life insurance companies, will become larger sources of debt capital to the multifamily market because multifamily properties are attractive to lenders due to their relatively stable cash flows.

We expect continued growth in revenue (anticipated 2014 same store revenue increase ranging from 3.0% to 4.0%) and NOI (anticipated 2014 same store NOI increase ranging from 3.50% to 4.75%) and are optimistic that the continued strength in fundamentals across most of our balance sheetmarkets will produce solid performance through 2014 and beyond. These same-store assumptions include the nearly 18,500 stabilized apartment units that we acquired in the Archstone Transaction. We believe the key drivers behind the anticipated increase in revenue are base rent pricing for new residents, renewal pricing for existing residents, resident turnover and physical occupancy. For 2014, we expect average base rent growth of 3.25%, an increase in renewal rates of 4.75%, occupancy of 95.4% and turnover at 51.5%. Our largest market, Washington D.C., continues to show signs of stress as new supply and the multiple sourcesimpact of capitalsequestration and furloughs have dampened the metro area economy. However, as evidenced by our continued high occupancy levels, there continues to be healthy demand for apartments in Washington D.C. even in the face of declining government payrolls and procurement. As the supply peaks in 2014, we expect our Washington D.C. results to produce a 1% decline in same store revenues during 2014, which wewill likely reduce our expected Company-wide same store revenue growth by 1%. Despite slow growth in the overall economy and the issues noted in Washington D.C., our business continues to perform well because of the combined forces of demographics, household formations and increasing consumer preference for the flexibility of rental housing, all of which should ensure a continued strong demand for rental housing.

The Company anticipates that 2014 same store expenses will increase 2.0% to 3.0% primarily due to increases in real estate taxes, which are expected to increase 5.25%, and utilities, which are expected to increase in excess of 7.5%. The increase in real estate taxes is primarily due to rate and value increases in certain states and municipalities, reflecting those states' and municipalities' continued economic challenges and the dramatic improvement in apartment values and fundamentals as well as the continued burn off of 421a tax abatements in New York City. The increase in utilities is primarily due to a combination of increases in natural gas prices, increased consumption of gas and electric due to historically low temperatures and increases in water and sewer costs as many municipalities have access.antiquated systems with limited revenue for modernization. Expense growth

42

in the core property level expenses (excluding real estate taxes and utilities) continues to be modest as the Company leverages the geographic locations of its new same-store portfolio and technology to lower costs, which should partially offset the increase in real estate taxes and utilities.

We believe that the Operating PartnershipCompany is well-positioned as of December 31, 2010 (our2013 because our properties are geographically diverse, and were approximately 94.1%93.8% occupied (94.5%(94.8% on a same store basis)), little new multifamily rental supply will be added to most of our markets over the next several years and the long-term demographic picture is positive. We believe certain market areas, especially Washington D.C., downtown Boston and Cambridge and downtown Seattle, will see substantial near term multifamily supply yet total new supply levels for our core markets remain within historical ranges. We believe over the longer term that our core markets will absorb future supply without material marketwide disruption because of the high occupancy levels we currently experience and increasing household formations. We have seen evidence of this in Seattle as supply has been absorbed and rental rates continue to grow. We believe our strong balance sheet and ample liquidity will allow us to fund our debt maturities and development fundingscosts in the near term, and should also allow us to take advantage of investment opportunities in the future. As economic conditions continue to improve, the short-term nature of our leases and the limited supply of new rental housing being constructed should allow us to realize revenue growth and improvement in our operating results.
     The Operating Partnership anticipates that 2011 same store expenses will only increase 1.0% to 2.0% primarily due to modest increases in payroll expenses, real estate tax rates and utility cost growth (same store expenses increased 0.9% for 2010 when compared with the same period in the prior year). This follows three consecutive years of excellent expense control (same store expenses declined 0.1% between 2009 and 2008 and grew 2.2% between 2008 and 2007 and 2.1% between 2007 and 2006).

24

The current environment information presented above is based on current expectations and is forward-looking.

Results of Operations
In conjunction with our business objectives and operating strategy, the Operating PartnershipCompany continued to invest in apartment properties located in strategically targeted markets during the years ended December 31, 20102013 and December 31, 2009.2012. In summary, we:
Year Ended December 31, 2010:2013:
•
▪Acquired $1.1$8.5 billion of apartment properties consisting of 1473 consolidated properties and 3,20720,914 apartment units (inclusive of eight long-term ground leases) at a weighted average cap rate (see definition below) of 5.4%4.9% and six14 consolidated land parcels for $68.9$260.6 million, all of which we deem to be in our strategic targeted markets;
▪•Acquired three consolidated master-leased properties consisting of 853 apartment units (inclusive of one long-term ground lease) for $250.9 million at a weighted average cap rate of 5.6%;
▪Acquired two consolidated uncompleted developments for $36.6 million;
▪Acquired one unoccupiedunconsolidated apartment property in the second quarter of 2010 (425 Mass in Washington, D.C.) for $166.8 million consisting of 559336 apartment units that is expected to stabilize in its third year of ownership at an 8.5% yield on cost and one property in the third quarter of 2010 (Vantage Pointe in San Diego, CA) for $200.0$5.1 million consisting of 679 apartment units that was in the early stages of lease up and is expected to stabilize in its third year of ownership at a 7.0% yield on cost;
•Acquired the 75% equity interest it did not own in seven previously unconsolidated properties consisting of 1,811 apartment units at an impliedweighted average cap rate of 8.4% in exchange5.8% and one unconsolidated land parcel for an approximate $30.0 million payment to its joint venture partner;$6.6 million;
▪Acquired two unconsolidated uncompleted developments for $14.9 million;
•▪Sold $718.4 million$4.5 billion of consolidated apartment properties consisting of 3594 properties and 7,17129,180 apartment units at a weighted average cap rate of 6.7%6.0% generating an unlevered internal rate of return ("IRR"), 2 condominium units for $0.4 million and one land parcel for $4.0 million,inclusive of management costs, of 10.0% (excluding the sale of three Archstone assets), the majority of which waswere in exit or less desirable markets;
▪Sold seven consolidated land parcels and one consolidated commercial building for $130.4 million; and
•▪Sold one unconsolidated land parcel for $26.4 million (sales price is the lastgross sales price and EQR's share of itsthe net sales proceeds approximated 25% equity interests in an institutional joint venture consisting of 27 unconsolidated properties containing 6,275 apartment units. These properties were valued in their entirety at $417.8 million which results in an implied weighted average cap rate of 7.5% (generating cash to the Operating Partnership, net of debt repayments, of $26.9 million)).
Year Ended December 31, 2009:2012:
•
▪
Acquired $145.0$906.3 million of apartment properties consisting of twonine consolidated properties and 5661,896 apartment units (excluding the Operating Partnership’s buyoutat a weighted average cap rate (see definition below) of its partner’s interest in one previously unconsolidated property)4.7% and a long-term leasehold interest in aacquired six land parcelparcels for $11.5$141.2 million, all of which we deem to be in our strategic targeted markets; and
•▪Sold $1.0$1.1 billion of consolidated apartment properties consisting of 6035 properties and 12,4899,012 apartment units (excluding the Operating Partnership’s buyoutat a weighted average cap rate of its partner’s interest in one previously unconsolidated property)6.2%, as well as 62 condominium units for $12.0 million, the majority of which waswere in exit or less desirable markets. These sales, excluding two leveraged partially-owned assets sold during the third quarter, generated an unlevered IRR, inclusive of management costs, of 10.6%.
The Operating Partnership’sCompany's primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense and property management expense. The Operating PartnershipCompany 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 Operating Partnership’sCompany's apartment communities. The cap rate is generally the first year NOI yield (net of replacements) on the Operating Partnership’sCompany's investment.
Properties that the Operating PartnershipCompany owned and were stabilized (see definition below) for all of both 20102013 and 20092012 (the “2010 “2013

43

Same Store Properties”), which represented 112,04280,247 apartment units, impacted the Operating Partnership’sCompany's results of operations. Properties that the Operating PartnershipCompany owned for all of both 20092012 and 20082011 (the “2009“2012 Same Store Properties”), which represented 113,59898,577 apartment units, also impacted the Operating Partnership’sCompany's results of operations. Both the 20102013 Same Store Properties and 20092012 Same Store Properties are discussed in the following paragraphs.
The Operating Partnership’sfollowing tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, 2013:

 Year Ended
 December 31, 2013
 Properties
Apartment
Units
Same Store Properties at December 31, 2012359
98,577
   
2011 acquisitions21
6,198
2011 acquisitions not stabilized(1)(95)
2013 dispositions(94)(29,180)
2013 dispositions not yet included in same store (1)5
1,896
Lease-up properties stabilized6
2,829
Other—
22
   
Same Store Properties at December 31, 2013296
80,247

 Year Ended
 December 31, 2013
 Properties
Apartment
Units
Same Store296
80,247
   
Non-Same Store:  
2013 acquisitions77
22,103
2012 acquisitions9
1,896
2013 dispositions not yet included in same store (1)(3)(1,536)
   Lease-up properties not yet stabilized (2)8
2,023
   Other1
9
Total Non-Same Store92
24,495
Military Housing (not consolidated)2
5,113
   
Total Properties and Apartment Units390
109,855
   
Note: Properties are considered "stabilized" when they have achieved 90% occupancy for three consecutive months. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented.

(1)Includes three properties containing 1,536 apartment units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that were subsequently sold in 2013 and two properties containing 360 apartment units in lease-up that were sold in 2013.
(2)Includes properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented.
The Company's acquisition, disposition and completed development activities also impacted overall results of operations for the years ended December 31, 20102013 and 2009. Dilution, as a result of the Operating

25

Partnership’s net asset sales in 2009, partially offset by net asset acquisitions and lease up activity in 2010, negatively impacts property net operating income.2012. The impacts of these activities are discussed in greater detail in the following paragraphs.
    



44

Comparison of the year ended December 31, 20102013 to the year ended December 31, 20092012
    
For the year ended December 31, 2010,2013, the Operating PartnershipCompany reported diluted earnings per Unitshare of $0.95$5.16 compared to $1.27$2.70 per Unitshare for the year ended December 31, 2009.2012. The difference is primarily due to $37.3 million in lowerhigher gains from property sales in 20102013 vs. 20092012 and $34.3higher total property net operating income driven by the positive impact of the Company's same store and stabilized Archstone properties, partially offset by $73.9 million of merger-related expenses incurred in connection with the Archstone Acquisition, $121.7 million of costs incurred in connection with early debt extinguishment of existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile, higher depreciation as a direct result of the Archstone Transaction, the issuance of Common Shares to the public in December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition and the Company's recognition of $150.0 million in higher impairment lossesArchstone-related termination fees in 2010 vs. 2009.2012.

For the year ended December 31, 2010,2013, loss from continuing operations increased approximately $22.8$328.5 million when compared to the year ended December 31, 2009.2012. The decrease in continuing operations is discussed below.

Revenues from the 20102013 Same Store Properties decreased $2.1increased $76.0 million primarily as a result of a decreasean increase in average rental rates charged to residents, partially offset by an increaseslightly higher occupancy and a decrease in occupancy.turnover. Expenses from the 20102013 Same Store Properties increased $6.2$20.2 million primarily due to increases in real estate taxes, utilities and repairs and maintenance expenses (mostly due to greater storm-related costs such as snow removal and roof repairs incurred during the first quarter of 2010), higher property management costs and increases in utility costs, partially offset by lower real estate taxes and leasing and advertising expenses.property management costs. The following tables provide comparative same store results and statistics for the 20102013 Same Store Properties:
2010 vs. 2009
Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) — 112,042 Same Store Units
                         
  Results  Statistics 
              Average       
              Rental       
Description Revenues  Expenses  NOI  Rate (1)  Occupancy  Turnover 
2010 $1,728,268  $654,663  $1,073,605  $1,358   94.8%  56.7%
2009 $1,730,335  $648,508  $1,081,827  $1,375   93.7%  61.5%
                   
Change $(2,067) $6,155  $(8,222) $(17)  1.1%  (4.8%)
                   
Change  (0.1%)  0.9%  (0.8%)  (1.2%)        
2013 vs. 2012
Same Store Results/Statistics for 80,247 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
             
  Results Statistics
        
Average
Rental
Rate (1)
    
Description Revenues Expenses NOI  Occupancy Turnover
2013 $1,769,280
 $607,243
 $1,162,037
 $1,926
 95.4% 55.6%
2012 $1,693,239
 $587,037
 $1,106,202
 $1,846
 95.3% 56.3%
Change $76,041
 $20,206
 $55,835
 $80
 0.1% (0.7%)
Change 4.5% 3.4% 5.0% 4.3%    

(1)Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
The following table provides comparative same store operating expenses for the 20102013 Same Store Properties:
2010 vs. 2009
Same Store Operating Expenses
$ in thousands — 112,042 Same Store Units
                     
                  % of Actual 
                  2010 
  Actual  Actual  $  %  Operating 
  2010  2009  Change  Change  Expenses 
Real estate taxes $174,131  $177,180  $(3,049)  (1.7%)  26.6%
On-site payroll (1)  156,668   156,446   222   0.1%  23.9%
Utilities (2)  102,553   100,441   2,112   2.1%  15.7%
Repairs and maintenance (3)  97,166   94,223   2,943   3.1%  14.8%
Property management costs (4)  69,995   64,022   5,973   9.3%  10.7%
Insurance  21,545   21,525   20   0.1%  3.3%
Leasing and advertising  14,892   16,029   (1,137)  (7.1%)  2.3%
Other on-site operating expenses (5)  17,713   18,642   (929)  (5.0%)  2.7%
                
Same store operating expenses $654,663  $648,508  $6,155   0.9%  100.0%
                
2013 vs. 2012
Same Store Operating Expenses for 80,247 Same Store Apartment Units
$ in thousands
          % of Actual
2013
Operating
Expenses
          
  Actual
2013		 Actual
2012		 $
Change		 %
Change		 
      
Real estate taxes $200,315
 $185,646
 $14,669
 7.9% 33.0%
On-site payroll (1) 129,543
 127,198
 2,345
 1.8% 21.3%
Utilities (2) 89,941
 86,326
 3,615
 4.2% 14.8%
Repairs and maintenance (3) 82,280
 78,729
 3,551
 4.5% 13.6%
Property management costs (4) 58,386
 63,496
 (5,110) (8.0%) 9.6%
Insurance 19,585
 18,427
 1,158
 6.3% 3.2%
Leasing and advertising 9,486
 9,225
 261
 2.8% 1.6%
Other on-site operating expenses (5) 17,707
 17,990
 (283) (1.6%) 2.9%
Same store operating expenses $607,243
 $587,037
 $20,206
 3.4 % 100.0%

45


(1)On-site payroll —– Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.
(2)Utilities —– Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.
(3)Repairs and maintenance —– Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping,

26

security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.
(4)Property management costs —– Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.
(5)Other on-site operating expenses —– Includes ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees.
The following table presents a reconciliation of operating income per the consolidated statements of operations and comprehensive income to NOI for the 20102013 Same Store Properties.Properties:
         
  Year Ended December 31, 
  2010  2009 
  (Amounts in thousands) 
Operating income $442,001  $496,601 
Adjustments:        
Non-same store operating results  (105,960)  (21,336)
Fee and asset management revenue  (9,476)  (10,346)
Fee and asset management expense  5,140   7,519 
Depreciation  656,633   559,271 
General and administrative  39,887   38,994 
Impairment  45,380   11,124 
       
         
Same store NOI $1,073,605  $1,081,827 
       

  Year Ended December 31,
  2013 2012
  (Amounts in thousands)
Operating income $512,288
 $514,122
Adjustments:    
Non-same store operating results (388,165) (10,912)
Fee and asset management revenue (9,698) (9,573)
Fee and asset management expense 6,460
 4,663
Depreciation 978,973
 560,669
General and administrative 62,179
 47,233
Same store NOI $1,162,037
 $1,106,202
For properties that the Operating PartnershipCompany acquired prior to January 1, 20102013 and expects to continue to own through December 31, 2011,2014 as well as the Operating Partnershipstabilized apartment units acquired in the Archstone Acquisition, the Company anticipates the following same store results for the full year ending December 31, 2011:2014:

2011
2014 Same Store Assumptions
Physical occupancy 95.0%95.4%
Revenue change 4.0%3.0% to 5.0%4.0%
Expense change 1.0%2.0% to 2.0%3.0%
NOI change 5.0%3.50% to 7.5%4.75%
The Operating PartnershipCompany anticipates consolidated rental acquisitions of $1.0 billion$500.0 million and consolidated rental dispositions of $1.25 billion$500.0 million and expects that acquisitions will have a 1.25%1.00% lower cap rate than dispositions for the full year ending December 31, 2011.2014.
    
These 20112014 assumptions are based on current expectations and are forward-looking.

Non-same store operating results increased approximately $84.6$377.3 million and consist primarily of properties acquired in calendar years 20092012 and 2010,2013, as well as operations from the Operating Partnership’sCompany’s completed development properties and corporate housing business. Whileproperties. Although the operations of both the non-same store assets and the same store assets have been negativelypositively impacted during the year ended December 31, 2010 similar to the same store assets,2013, the non-same store assets have contributed a greater percentage of total NOI to the Operating Partnership’sCompany’s overall operating results primarily due to 2012 and 2013 acquisitions, increasing occupancy for properties in lease-up and a longer ownership period in 20102013 than 2009.2012. This increase primarily resulted from:

•
▪Development and other miscellaneous properties in lease-up of $32.4$7.2 million;
▪•Operating properties acquired in 2013 as part of the Archstone Transaction of $346.0 million;
▪Other properties acquired in 2012 and 2013 of $23.7 million;
▪Newly stabilized development and other miscellaneous properties of $0.2 million;
•Properties acquired in 2009 and 2010 of $56.2$5.5 million; and
•▪Partially offset by an allocation of property management costs not included in same store results and operating activities from other miscellaneous operations, such as the Operating Partnership’s corporate housing business.operations.

46


See also Note 1917 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’sCompany’s segment disclosures.

27

Fee and asset management revenues, net of fee and asset management expenses, increaseddecreased approximately $1.5$1.7 million or 53.4%34.1% primarily due to an increase inas a result of higher expenses and lower revenue earned on management of the Operating Partnership’sCompany's military housing ventures at Fort Lewis and McChord Air Force Base, as well as a decrease in asset management expenses, partially offset by the unwindingfees earned on management of the Operating Partnership’s institutionalCompany’s unconsolidated development joint ventures during 2010 (see Note 6 in the Notes to Consolidated Financial Statements for further discussion).ventures.
Property management expenses from continuing operations include off-site expenses associated with the self-management of the Operating Partnership’sCompany’s properties as well as management fees paid to any third party management companies. These expenses increased approximately $9.2$2.4 million or 12.8%3.0%. This increase is primarily attributable to an increase in payroll-related costs (due primarilyand an increase in computer operations due to higher health insurance and bonus costs, accelerationthe modernization of long-term compensation expense for retirement eligible employees andemployee technology, partially offset by the creationtiming of the Operating Partnership’s central business group, which moved administrative functions off-site), legal and professional fees, education/conference expenses, real estate tax consulting fees and travel expenses.fees.
Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased approximately $97.4$418.3 million or 17.4%74.6% primarily as a result of additional depreciation expense on properties acquired in 2009 and 2010,2013 (including the Archstone properties), development properties placed in service and capital expenditures for all properties owned.owned, partially offset by a decrease in the amortization of furniture, fixtures and equipment that were fully depreciated. In-place residential lease intangibles are generally amortized over a six month period and can significantly elevate depreciation expense following an acquisition, especially during 2013 as a direct result of the Archstone Acquisition.
General and administrative expenses from continuing operations, which include corporate operating expenses, increased approximately $0.9$14.9 million or 2.3%31.6% primarily due to higher overallan increase in payroll-related costs, (due primarilywhich is largely a result of higher and accelerated long-term compensation expense for retirement eligible employees and higher compensation related to higher bonus costs), partially offset by lower tax compliance fees andthe Archstone Transaction, as well as an increase in office rents.rent. The Operating PartnershipCompany anticipates that general and administrative expenses will approximate $40.0$50.0 million to $42.0$52.0 million for the year ending December 31, 2011.2014. The above assumption is based on current expectations and is forward-looking.
          Impairment from continuing operations increased approximately $34.3 million due to a $45.4 million impairment charge taken during the fourth quarter of 2010 on land held for development related to two potential development projects compared to an $11.1 million impairment charge taken during 2009 on land held for development. See Note 20 in the Notes to Consolidated Financial Statements for further discussion.
Interest and other income from continuing operations decreased approximately $11.1$145.9 million or 67.0%96.9% primarily as a resultdue to the Company recognizing $150.0 million in Archstone-related termination fees during the year ended December 31, 2012, partially offset by proceeds received from the sale of a decrease in interest earned on cash and cash equivalents and investment securities due to lower interest ratesand technology investments during the year ended December 31, 2010 and lower overall balances as well as gains on debt extinguishment and the sale of investment securities recognized during the year ended December 31, 2009 that did not reoccur in 2010, partially offset by an increase in insurance/litigation settlement proceeds.2013. The Operating PartnershipCompany anticipates that interest and other income will approximate $2.0 million to $3.0$0.5 million for the year ending December 31, 2011.2014. The above assumption is based on current expectations and is forward-looking.
Other expenses from continuing operations increaseddecreased approximately $5.4$12.6 million or 83.9%58.0% primarily due to an increase in the expensinglower property pursuit costs as the Company focused on its pursuit of overhead (pursuit cost write-offs)the Archstone Acquisition.

Merger expenses from continuing operations, which includes direct costs incurred from the Archstone Acquisition such as investment banking and legal/accounting costs, increased approximately $14.2 million as a result of the Operating Partnership’s decision to reduce its development activities in prior periods as well as an increase in property acquisition costs incurred in conjunction withclosing of the Operating Partnership’s significantly higher acquisition volume in 2010.Archstone Acquisition during the year ended December 31, 2013.

Interest expense from continuing operations, including amortization of deferred financing costs, decreasedincreased approximately $27.8$132.5 million or 5.5%27.8% primarily as a result of lower overall debt balances and higher debt extinguishment costs duethe following:

▪$121.7 million of costs incurred on early debt extinguishments in 2013 on existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile;
▪Interest expense on the Company's $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013; and
▪Interest expense on $500.0 million of unsecured notes that closed in April 2013.
The above increases to the significant debt repurchases in 2009 and lower rates in 2010,interest expense were partially offset by interest expense on the $500.0 million mortgage pool that closed in 2009, the $600.0 million of unsecured notes that closed in July 2010 and lower capitalized interest. following:
▪Higher capitalized interest in 2013 (see below);
▪The repayment of $253.9 million of 6.625% unsecured notes in March 2012;
▪The repayment of $221.1 million of 5.500% unsecured notes in October 2012;
▪The repayment of a $543.0 million mortgage pool in March 2013;
▪The repayment of $400.0 million of 5.200% unsecured notes in April 2013;
▪The repayment of $963.5 million of 5.883% Pool 4 mortgage debt in October 2013; and
▪The partial paydown of $825.0 million of 6.256% Pool 3 mortgage debt in October 2013.

During the year ended December 31, 2010,2013, the Operating PartnershipCompany capitalized interest costs of approximately $13.0$47.3 million as compared to $34.9$22.5 million for the year ended December 31, 2009.2012. This capitalization of interest primarily relates to consolidated projects

47

under development. The effective interest cost on all indebtedness for the year ended December 31, 20102013 was 5.14%4.91% (excluding $107.6 million in net debt extinguishment costs) as compared to 5.62%5.37% for the year ended December 31, 2009.2012. The Operating PartnershipCompany anticipates that interest expense from continuing operations will approximate $449.1 million to $461.4 million (excluding debt extinguishment costs and convertible debt discounts) will approximate $470.0 million to $480.0 millioncosts) for the year ending December 31, 2011.2014. The above assumption is based on current expectations and is forward-looking.

Income and other tax expense from continuing operations decreasedincreased approximately $2.5$0.7 million or 88.1% primarily due to a decreaseincreases in franchise taxes for Texas and a decreaserelated to land parcel sales owned by the Company's TRS as well as increases in business taxes for Washington, D.C.all other taxes. The Operating PartnershipCompany anticipates that income and other tax expense will approximate $0.5$1.0 million to $1.5$2.0 million for the year ending December 31, 2011.2014. The above assumption is based on current expectations and is forward-looking.

Loss from investments in unconsolidated entities decreased approximately $2.1 million or 73.9% as compared to the year ended December 31, 2009 primarily due to the Operating Partnership’s $1.8operations increased by $4.1 million share of

28

defeasance costs incurred in conjunction with the extinguishment of cross-collateralized mortgage debt on oneas a result of the Operating Partnership’s partially owned unconsolidated joint ventures taken duringacquired as part of the year ended December 31, 2009 that did not reoccurArchstone Transaction.

Loss from investments in 2010.unconsolidated entities due to merger expenses, which includes indirect costs incurred from the Archstone Acquisition through the Company's joint ventures with AVB, increased primarily as a result of severance obligations and retention bonuses in connection with the Archstone Acquisition through our 60% interest in unconsolidated joint ventures.

Net gain on sales of unconsolidated entities increased approximately $17.4 million primarily due to larger gains on sale and revaluation of seven previously unconsolidated properties that were acquired from the Operating Partnership’s joint venture partner and the gain on sale for 27 properties sold during the year ended December 31, 2010 compared with unconsolidated properties sold in the same period in 2009.
          Net loss on sales of land parcels increased approximately $1.4 million primarily due to the loss on sale of one unconsolidated land parcel during the year ended December 31, 2010.2013 as compared to no sales during the year ended December 31, 2012.

Net gain on sales of land parcels increased approximately $12.2 million due to the gain on sale of seven land parcels during the year ended December 31, 2013 as compared to no land sales during the year ended December 31, 2012.

Discontinued operations, net decreasedincreased approximately $63.3 million or 16.7%$1.4 billion between the periods under comparison. This decreaseincrease is primarily due to lowerhigher gains on sales from property salesdispositions during the year ended December 31, 20102013 compared to the same period in 2009 and the operations of those properties. In addition,2012, partially offset by properties sold in 20102013 that reflect operations for none of or a partial period in 20102013 in contrast to a full or partial period in 2009.2012. See Note 1311 in the Notes to Consolidated Financial Statements for further discussion.
Comparison of the year ended December 31, 20092012 to the year ended December 31, 20082011
For the year ended December 31, 2009,2012, the Operating PartnershipCompany reported diluted earnings per Unitshare of $1.27$2.70 compared to $1.46$2.98 per Unitshare for the year ended December 31, 2008.2011. The difference is primarily due to higher gains from property sales in 2011 vs. 2012, partially offset by higher total property net operating income driven by the following:positive impact of the Company’s same store and lease-up activity and the Company's recognition of $150.0 million in termination fees related to our pursuit of Archstone.
•$57.6 million in lower net gains on sales of discontinued operations in 2009 vs. 2008;
•$84.0 million in lower property NOI in 2009 vs. 2008, primarily driven by $51.6 million in lower same store NOI and dilution from transaction activities, partially offset by higher NOI contributions from lease-up properties; and
•Partially offset by $105.3 million in lower impairment losses in 2009 vs. 2008.

For the year ended December 31, 2009,2012, income from continuing operations increased approximately $43.0$233.2 million when compared to the year ended December 31, 2008.2011. The increase in continuing operations is discussed below.

Revenues from the 20092012 Same Store Properties decreased $52.4increased $97.5 million primarily as a result of a decreasean increase in average rental rates charged to residents and a decrease in occupancy.slightly higher occupancy, partially offset by increased turnover. Expenses from the 20092012 Same Store Properties decreased $0.8increased $11.2 million primarily due to lower property management costs, partially offset by higherincreases in real estate taxes and utility costs.insurance, partially offset by a decrease in utilities. The following tables provide comparative same store results and statistics for the 20092012 Same Store Properties:
2009 vs. 2008
Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) — 113,598 Same Store Units
                         
  Results  Statistics 
              Average       
              Rental       
Description Revenues  Expenses  NOI  Rate (1)  Occupancy  Turnover 
2009 $1,725,774  $644,294  $1,081,480  $1,352   93.8%  61.0%
2008 $1,778,183  $645,123  $1,133,060  $1,383   94.5%  63.7%
                   
Change $(52,409) $(829) $(51,580) $(31)  (0.7%)  (2.7%)
                   
Change  (2.9%)  (0.1%)  (4.6%)  (2.2%)        
2012 vs. 2011
Same Store Results/Statistics for 98,577 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
             
  Results Statistics
        
Average
Rental
Rate (1)
    
Description Revenues Expenses NOI  Occupancy Turnover
2012 $1,868,918
 $649,914
 $1,219,004
 $1,658
 95.4% 58.2%
2011 $1,771,449
 $638,671
 $1,132,778
 $1,575
 95.2% 57.3%
Change $97,469
 $11,243
 $86,226
 $83
 0.2% 0.9%
Change 5.5% 1.8% 7.6% 5.3%  
  


48

(1)Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
The following table provides comparative same store operating expenses for the 20092012 Same Store Properties:

29

2009 vs. 2008
Same Store Operating Expenses
$ in thousands — 113,598 Same Store Units
                     
                  % of Actual 
                  2009 
  Actual  Actual  $  %  Operating 
  2009  2008  Change  Change  Expenses 
Real estate taxes $173,113  $171,234  $1,879   1.1%  26.9%
On-site payroll (1)  155,912   156,601   (689)  (0.4%)  24.2%
Utilities (2)  100,184   99,045   1,139   1.1%  15.5%
Repairs and maintenance (3)  94,556   95,142   (586)  (0.6%)  14.7%
Property management costs (4)  63,854   67,126   (3,272)  (4.9%)  9.9%
Insurance  21,689   20,890   799   3.8%  3.4%
Leasing and advertising  15,664   15,043   621   4.1%  2.4%
Other on-site operating expenses (5)  19,322   20,042   (720)  (3.6%)  3.0%
                
Same store operating expenses $644,294  $645,123  $(829)  (0.1%)  100.0%
                

2012 vs. 2011
Same Store Operating Expenses for 98,577 Same Store Apartment Units
$ in thousands
           
  Actual
2012		 Actual
2011		 $
Change		 %
Change		 % of Actual
2012
Operating
Expenses
Real estate taxes $197,316
 $184,773
 $12,543
 6.8% 30.3%
On-site payroll (1) 146,637
 145,979
 658
 0.5% 22.5%
Utilities (2) 97,313
 98,572
 (1,259) (1.3%) 15.0%
Repairs and maintenance (3) 88,931
 89,152
 (221) (0.2%) 13.7%
Property management costs (4) 70,084
 70,858
 (774) (1.1%) 10.8%
Insurance 20,629
 19,257
 1,372
 7.1% 3.2%
Leasing and advertising 10,812
 11,798
 (986) (8.4%) 1.7%
Other on-site operating expenses (5) 18,192
 18,282
 (90) (0.5%) 2.8%
Same store operating expenses $649,914
 $638,671
 $11,243
 1.8% 100.0%

(1)On-site payroll —– Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.
(2)Utilities —– Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.
(3)
Repairs and maintenance —– Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.
(4)Property management costs —– Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.
(5)
Other on-site operating expenses —– Includes administrative costs such as office supplies, telephone and data charges, and association and business licensing fees.fees and ground lease costs.

Non-same store operating results increased approximately $34.3$95.0 million or 79.4% and consist primarily of properties acquired in calendar years 20082011 and 2009,2012, as well as operations from the Operating Partnership’sCompany’s completed development properties and our corporate housing business. Whileproperties. Although the operations of both the non-same store assets and the same store assets have been negativelypositively impacted during the year ended December 31, 2009 similar to the same store assets,2012, the non-same store assets have contributed a greater percentage of total NOI to the Operating Partnership’sCompany’s overall operating results primarily due to 2011 and 2012 acquisitions, increasing occupancy for properties in lease-up and a longer ownership period in 20092012 than 2008.2011. This increase primarily resulted from:

•
▪Development and other miscellaneous properties in lease-up of $22.4$12.3 million;
▪•Properties acquired in 2011 and 2012 of $75.1 million; and
▪Newly stabilized development and other miscellaneous properties of $1.6 million;
•Properties acquired in 2008 and 2009 of $11.9 million; and
•Partially offset by operating activities from other miscellaneous operations.$5.9 million.
See also Note 1917 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’sCompany's segment disclosures.

Fee and asset management revenues, net of fee and asset management expenses, increased approximately $0.1$0.2 million or 3.4% primarily due to an increase in revenueas a result of fees earned on management of the Operating Partnership’sCompany’s unconsolidated development joint ventures, partially offset by lower revenues earned on management of the Company's military housing ventures at Fort Lewis and McChord Air Force Base as well as a decrease in asset managementand higher expenses. As of December 31, 2009 and 2008, the Operating Partnership managed 12,681 apartment units and 14,485 apartment units, respectively, primarily for unconsolidated entities and its military housing ventures at Fort Lewis and McChord.

Property management expenses from continuing operations include off-site expenses associated with the self-management of the Operating Partnership’sCompany’s properties as well as management fees paid to any third party management companies. These expenses decreased approximately $5.1 million or 6.7%. This decrease is primarily attributable to lower overall payroll-related costs as a resultwere consistent between the periods under comparison.


49
Table of a decrease in the number of properties in the Operating Partnership’s portfolio, as well as decreases in temporary help/contractors, telecommunications and travel expenses.Contents


Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased approximately $23.0$54.5 million or 4.3%10.8% primarily as a result of additional depreciation expense on properties acquired in 20082011 and 2009,2012, development properties placed in service and capital expenditures for all properties owned.owned, partially offset by a decrease in the amortization of both in-place leases and furniture, fixtures and equipment that were fully depreciated.

30


General and administrative expenses from continuing operations, which include corporate operating expenses, decreasedincreased approximately $6.0$3.6 million or 13.3%8.3% primarily due to lower overallan increase in payroll-related costs, aswhich is largely a result of the acceleration of long-term compensation expense for retirement eligible employees, partially offset by a decrease in the number of properties in the Operating Partnership’s portfolio, as well as a $2.9 million decrease in severance related costs in 2009 and a decrease in tax consulting costs.office rent.
          Impairment from continuing operations decreased approximately $105.3 million due to an $11.1 million impairment charge taken during 2009 on a land parcel held for development compared to a $116.4 million impairment charge taken in the fourth quarter of 2008 on land held for development related to five potential development projects that are no longer being pursued. See Note 20 in the Notes to Consolidated Financial Statements for further discussion.
Interest and other income from continuing operations decreasedincreased approximately $16.8$142.6 million or 50.3% primarily as a result of an $18.7due to the Company recognizing $150.0 million gain recognized during 2008in termination fees related to the partial debt extinguishmentour pursuit of the Operating Partnership’s notes compared to a $4.5 million gain recognized in 2009 (see Note 9). In addition,Archstone Acquisition during the year ended December 31, 2012, partially offset by lower interest earned on cash and cash equivalents decreased due to a decreaselower overall cash invested during the year ended December 31, 2012 as well as forfeited deposits for terminated disposition transactions, proceeds received from the Company’s final royalty participation in interest ratesLRO/Rainmaker (a revenue management system) and because the Operating Partnership received less insurance/litigation settlement proceeds that all occurred during the year ended December 31, 2011 and forfeited deposits in 2009, partially offset by a $4.9 million gain ondid not reoccur during the sale of investment securities realized in 2009.year ended December 31, 2012.

Other expenses from continuing operations increased approximately $0.7$9.3 million or 12.6%74.9% primarily due to the settlement of a dispute with the owners of a land parcel, an increase in transactionthe expensing of overhead (pursuit costs write-offs) as a result of a more active focus on sourcing new development opportunities and an increase in property acquisition costs incurred in conjunction with the Operating Partnership’s acquisitionCompany's 2012 acquisitions.

Merger expenses from continuing operations, which includes direct costs incurred from the Archstone Acquisition such as investment banking and legal/accounting costs, increased approximately $3.9 million as the Company focused on its pursuit of two properties consistingthe Archstone Acquisition, which closed in the first quarter of 566 apartment units from unaffiliated parties, as well as expensing transaction costs associated with the Operating Partnership’s acquisition of all of its partners’ interests in five previously partially owned properties consisting of 1,587 apartment units in 2009.2013.

Interest expense from continuing operations, including amortization of deferred financing costs, increaseddecreased approximately $16.9$0.3 million or 3.4%0.1% primarily as a result of an increaselower interest expense on mortgage notes payable due to lower balances during the year ended December 31, 2012 as compared to the same period in debt extinguishment costs2011, higher capitalized interest in 2012, the redemption of the Company's $650.0 million of unsecured notes in August 2011 and lower capitalized interest.the repayment of $253.9 million of 6.625% unsecured notes in March 2012, partially offset by interest expense on the $1.0 billion of unsecured notes that closed in December 2011. During the year ended December 31, 2009,2012, the Operating PartnershipCompany capitalized interest costs of approximately $34.9$22.5 million as compared to $60.1$9.1 million for the year ended December 31, 2008.2011. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the year ended December 31, 20092012 was 5.62%5.37% as compared to 5.56%5.30% for the year ended December 31, 2008.2011.

Income and other tax expense from continuing operations decreased approximately $2.5$0.2 million or 46.9%27.2% primarily due to a changedecreases in the estimate for Texas state taxes and lower overall state income taxes, partially offset by an increase in business taxes for Washington, D.C.all other taxes.

Loss from investments in unconsolidated entities increased approximately $2.7 million as compared to the year ended December 31, 2008 primarily due to operations increased as a result of the Operating Partnership’s $1.8 million sharestart of defeasance costs incurred in conjunction with the extinguishment of cross-collateralized mortgage debt onoperations at one of the Operating Partnership’s partially ownedCompany's unconsolidated development joint ventures as well as a decline in the operating performance of these properties.ventures.
          Net gain on sales of unconsolidated entities increased approximately $7.8 million as the Operating Partnership sold seven unconsolidated properties in 2009 (inclusive of the one property where the Operating Partnership acquired its partners’ interest) compared to three unconsolidated properties in 2008.
Net gain on sales of land parcels decreased approximately $3.0$4.2 million due to the gain on sale of vacanta land parcel located in Floridasuburban Washington, D.C. during the year ended December 31, 2008 versus2011 as compared to no land sales in 2009.during the year ended December 31, 2012.

Discontinued operations, net decreased approximately $97.4$287.2 million or 20.4%28.5% between the periods under comparison. This decrease is primarily due to lowerhigher gains on sales from property salesdispositions during the year ended December 31, 20092011 compared to the same period in 2008 and the operations of those properties. In addition, properties2012. Properties sold in 20092012 reflect operations for a partial period in 20092012 in contrast to a full period in 2008.2011. See Note 1311 in the Notes to Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources
For the Year Ended December 31, 20102013
EQR issues public equity from time to time and guarantees certain debt of ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.
As of January 1, 2010,2013, the Operating PartnershipCompany had approximately $193.3$612.6 million of cash and cash equivalents, its restricted 1031

50

exchange proceeds totaled $244.3$152.2 million and it had $1.37$1.72 billion available under its

31

revolving credit facility (net of $56.7$30.2 million which was restricted/dedicated to support letters of credit and $75.0 million which had been committed by a now bankrupt financial institution and is not available for borrowing)credit). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Operating Partnership’sCompany’s cash and cash equivalents balance at December 31, 20102013 was approximately $431.4 million, its restricted 1031 exchange proceeds totaled $103.9$53.5 million and the amount available on the Operating Partnership’sits revolving credit facility was $1.28$2.35 billion (net of $147.3$34.9 million which was restricted/dedicated to support letters of credit and net of the $75.0$115.0 million discussed above)outstanding).

During the year ended December 31, 2010,2013, the Operating PartnershipCompany generated proceeds from various transactions, which included the following:

•
▪Disposed of 3594 consolidated properties, 27 unconsolidated properties, 2 condominium unitsone commercial building and oneseven land parcel,parcels, receiving net proceeds of approximately $699.6$4.6 billion;
▪Disposed of one unconsolidated land parcel and a portion of the Company's unconsolidated interest in German residential real estate, receiving net proceeds of $25.5 million;
•▪Obtained $173.6$750.0 million of proceeds from its senior unsecured delayed draw term loan facility that was drawn upon in new mortgage financing;connection with the Archstone Acquisition;
•▪Issued $600.0$500.0 million of unsecuredten-year 3.00% fixed rate public notes, receiving net proceeds of $595.4$495.6 million before underwriting fees and other expenses;expenses, at an all-in effective interest rate of 3.998%;
▪Obtained $800.0 million of proceeds in a secured loan pool from a large insurance company and $102.9 million in other new mortgage financings; and
•▪Issued approximately 8.80.7 million Units (including EQR Common Shares issued under EQR’s ATM program — see further discussion below)related to share option exercises and ESPP purchases and received net proceeds of $406.2 million.$20.7 million, which were contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis).
During the year ended December 31, 2013, the above proceeds were primarily utilized to:

During the year ended December 31, 2010, the above proceeds were primarily utilized to:
•Acquire 16 rental properties and six land parcels for approximately $1.2 billion;
•▪Acquire the 75% equity interest it did not own in seven previously unconsolidated properties consisting of 1,811 apartment units in exchangeArchstone Portfolio for an approximate $26.9 million payment to its joint venture partner (net of $3.1 millionapproximately $4.0 billion in cash acquired)(see Note 4 for details of the transaction);
▪Acquire one additional rental property and one additional land parcel for approximately $108.3 million;
•▪Invest $131.3$377.4 million primarily in development projects; and
•Repurchase 58,130 OP Units, utilizing cash of $1.9 million (see Note 3);
•▪Repay $652.1$2.5 billion of mortgage loans and $400.0 million of mortgage loans; and
•Settle a forward starting swap, utilizing cash of $10.0 million.unsecured notes.
On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company. The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders. Lehman has since sold all of these Common Shares.

On November 28, 2012, as a partial source of funding for the Archstone Acquisition, EQR priced the issuance of 21,850,000 Common Shares at a price of $54.75 per share for total consideration of approximately $1.2 billion, after deducting underwriting commissions of $35.9 million. Concurrent with this transaction, ERPOP issued 21,850,000 OP Units to EQR.

In September 2009, EQR announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years (later increased by 5.7 million Common Shares and extended to February 2014) into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of the Operating PartnershipERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). EQR may, but shall have no obligation to, sell Common Shares through the ATM share offering program in amounts and at times to be determined by EQR. Actual sales will depend on a variety of factors to be determined by EQR from time to time, including (among others) market conditions, the trading price of EQR’s Common Shares and determinations of the appropriate sources of funding for EQR. DuringOn July 30, 2013, the year ended December 31, 2010, EQR issued approximately 6.2Company filed a new universal shelf registration statement to replace its existing universal shelf registration statement, which expired October 15, 2013. The Board of Trustees also approved an increase to the amount of shares which be may offered under the ATM program to 13.0 million Common Shares at an average price of $47.45 per share for total consideration of approximately $291.9 million throughand extended the ATM share offering program. During the year ended December 31, 2009, EQR issued approximately 3.5 million Common Shares at an average price of $35.38 per share for total consideration of approximately $123.7 million through the ATM share offering program. In addition, during the first quarter of 2011 through January 13, 2011, EQR has issued approximately 3.0 million Common Shares at an average price of $50.84 per share for total consideration of approximately $154.5 million.program maturity to July 2016. EQR has not issued any shares under this program since January 13, 2011.September 14, 2012.  Through February 16, 2011,21, 2014, EQR has cumulatively issued approximately 12.716.7 million Common Shares at an average price of $44.94$48.53 per share for total consideration of approximately $570.1$809.9 million. Including its recently filed prospectus supplement which added 5,687,478
On June 16, 2011, the shareholders of EQR approved the Company's 2011 Share Incentive Plan, as amended (the “2011 Plan”). The 2011 Plan reserved 12,980,741 Common Shares EQR has 10.0 million Common Shares remaining available for issuanceissuance. In conjunction with the approval of the 2011 Plan, no further awards may be granted under the ATM program.2002 Share Incentive Plan. The 2011 Plan expires on June 16, 2021. See Note 12 in the

51

Notes to Consolidated Financial Statements for further discussion.
Depending on its analysis of market prices, economic conditions and other opportunities for the investment of available capital, EQR may repurchase its Common Shares pursuant to its existing share repurchase program authorized by the Board of Trustees. EQR repurchased $1.9 million (58,130 shares atEffective July 30, 2013, the Board of Trustees approved an average price per share of $32.46) of its Common Shares (all relatedincrease and modification to the vestingCompany's share repurchase program to allow for the potential repurchase of employee restricted shares)up to 13.0 million shares. No shares were repurchased during the year ended December 31, 2010. Concurrent with these transactions, the Operating Partnership repurchased and retired 58,130 OP Units previously issued to EQR. As of December 31, 2010, EQR had authorization to repurchase an additional $464.6 million of its shares.2013 or at any time for open market repurchases since 2008. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
Depending on its analysis of prevailing market conditions, liquidity requirements, contractual restrictions and other factors, the Operating PartnershipCompany may from time to time seek to repurchase and retire its outstanding debt in open market or privately negotiated transactions.

32

The Operating Partnership’sCompany’s total debt summary and debt maturity schedules as of December 31, 20102013 are as follows:
Debt Summary as of December 31, 2010
2013
(Amounts in thousands)
                 
              Weighted 
          Weighted  Average 
          Average  Maturities 
  Amounts (1)  % of Total  Rates (1)  (years) 
Secured $4,762,896   47.9%  4.79%  8.1 
Unsecured  5,185,180   52.1%  4.96%  4.5 
             
Total $9,948,076   100.0%  4.88%  6.2 
             
                 
Fixed Rate Debt:                
Secured — Conventional $3,831,393   38.5%  5.68%  6.9 
Unsecured — Public/Private  4,375,860   44.0%  5.78%  5.1 
             
Fixed Rate Debt  8,207,253   82.5%  5.73%  5.9 
             
                 
Floating Rate Debt:                
Secured — Conventional  326,009   3.3%  2.56%  0.7 
Secured — Tax Exempt  605,494   6.1%  0.48%  20.4 
Unsecured — Public/Private  809,320   8.1%  1.72%  1.3 
Unsecured — Revolving Credit Facility  —   —   0.66%  1.2 
             
Floating Rate Debt  1,740,823   17.5%  1.39%  7.5 
             
                 
Total $9,948,076   100.0%  4.88%  6.2 
             

  Amounts (1) % of Total 
Weighted
Average
Rates (1)
 
Weighted
Average
Maturities
(years)
Secured $5,174,166
 48.1% 4.23% 8.4
Unsecured 5,592,088
 51.9% 4.91% 4.5
Total $10,766,254
 100.0% 4.56% 6.3
Fixed Rate Debt:  
  
    
Secured – Conventional $4,393,341
 40.8% 4.68% 6.9
Unsecured – Public/Private 4,727,088
 43.9% 5.55% 5.1
Fixed Rate Debt 9,120,429
 84.7% 5.09% 5.9
Floating Rate Debt:  
  
  
  
Secured – Conventional 57,002
 0.6% 2.32% 0.8
Secured – Tax Exempt 723,823
 6.7% 0.63% 17.2
Unsecured – Public/Private 750,000
 6.9% 1.58% 1.0
Unsecured – Revolving Credit Facility 115,000
 1.1% 1.26% 4.3
Floating Rate Debt 1,645,825
 15.3% 1.20% 8.5
Total $10,766,254
 100.0% 4.56% 6.3

(1)Net of the effect of any derivative instruments. Weighted average rates are for the year ended December 31, 2010.2013 and do not include $113.6 million of write-offs of unamortized premiums related to the early repayment of $1.8 billion in mortgage notes payable during the quarter ended December 31, 2013.
Note: The Operating PartnershipCompany capitalized interest of approximately $13.0$47.3 million and $34.9$22.5 million during the years ended December 31, 20102013 and 2009,2012, respectively.



















52

Debt Maturity Schedule as of December 31, 2010
2013
(Amounts in thousands)
                         
                  Weighted Average  Weighted Average 
  Fixed  Floating          Rates on Fixed  Rates on 
Year Rate (1)  Rate (1)  Total  % of Total  Rate Debt (1)  Total Debt (1) 
2011 $906,266(2) $759,725(3) $1,665,991   16.8%  5.28%  3.49%
2012  778,181   38,128   816,309   8.2%  5.65%  5.57%
2013  269,159   309,828   578,987   5.8%  6.72%  4.89%
2014  562,583   22,034   584,617   5.9%  5.31%  5.24%
2015  357,713   —   357,713   3.6%  6.40%  6.40%
2016  1,167,662   —   1,167,662   11.7%  5.33%  5.33%
2017  1,355,830   456   1,356,286   13.6%  5.87%  5.87%
2018  80,763   44,677   125,440   1.3%  5.72%  4.28%
2019  801,754   20,766   822,520   8.3%  5.49%  5.36%
2020  1,671,836   809   1,672,645   16.8%  5.50%  5.50%
2021+  255,506   544,400   799,906   8.0%  6.62%  2.67%
                   
Total $8,207,253  $1,740,823  $9,948,076   100.0%  5.63%  4.93%
                   
  
Fixed
Rate (1)
 
Floating
Rate (1)
     
Weighted Average Rates
on Fixed
 Rate Debt (1)
 
Weighted Average
Rates on
 Total Debt (1)
Year   Total % of Total  
2014 $512,067
 $49,017
 $561,084
 5.2 % 5.25% 5.03%
2015 420,448
 750,000
(2)1,170,448
 10.9 % 6.28% 3.13%
2016 1,193,251
 —
 1,193,251
 11.1 % 5.34% 5.34%
2017 1,346,735
 456
 1,347,191
 12.5 % 6.16% 6.16%
2018 84,357
 212,659
(3)297,016
 2.8 % 5.61% 2.37%
2019 806,639
 20,766
 827,405
 7.7 % 5.48% 5.35%
2020 1,678,601
 809
 1,679,410
 15.6 % 5.49% 5.49%
2021 1,195,242
 856
 1,196,098
 11.1 % 4.63% 4.64%
2022 228,933
 905
 229,838
 2.1 % 3.17% 3.18%
2023 1,303,079
 956
 1,304,035
 12.1 % 3.75% 3.75%
2024+ 297,923
 674,988
 972,911
 9.0 % 6.25% 2.21%
Premium/(Discount) 53,154
 (65,587) (12,433) (0.1)% N/A
 N/A
             
Total $9,120,429
 $1,645,825
 $10,766,254
 100.0 % 5.20% 4.53%

(1)
Net of the effect of any derivative instruments. Weighted average rates are as of December 31, 2010.2013.
(2)Includes $482.5 million face value of 3.85% convertible unsecured debt with a final maturity of 2026. The notes are callable by the Operating Partnership on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.
(3)Includes the Operating Partnership’s $500.0Company's senior unsecured $750.0 million delayed draw term loan facility which originally maturedthat matures on October 5, 2010. Effective April 12, 2010, the Operating Partnership exercised the first of its two one-year extension options. AsJanuary 11, 2015 and is subject to a result, the maturity date is now October 5, 2011 and there is one remaining one-year extension option exercisable by the Operating Partnership.Company.
(3)Includes $115.0 million outstanding on the Company's unsecured revolving credit facility. As of December 31, 2013, there was approximately $2.35 billion available on this facility.

The following table provides a summary of the Operating Partnership’sCompany’s unsecured debt as of December 31,

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2010: 2013:

Unsecured Debt Summary as of December 31, 2010
2013
(Amounts in thousands)
                     
              Unamortized    
  Coupon  Due  Face  Premium/  Net 
  Rate  Date  Amount  (Discount)  Balance 
Fixed Rate Notes:
                    
   6.950%  03/02/11  $93,096  $205  $93,301 
   6.625%  03/15/12   253,858   (229)  253,629 
   5.500%  10/01/12   222,133   (383)  221,750 
   5.200%  04/01/13(1)  400,000   (266)  399,734 
Fair Value Derivative Adjustments      (1)  (300,000)  —   (300,000)
   5.250%  09/15/14   500,000   (228)  499,772 
   6.584%  04/13/15   300,000   (469)  299,531 
   5.125%  03/15/16   500,000   (278)  499,722 
   5.375%  08/01/16   400,000   (1,036)  398,964 
   5.750%  06/15/17   650,000   (3,306)  646,694 
   7.125%  10/15/17   150,000   (441)  149,559 
   4.750%  07/15/20   600,000   (4,349)  595,651 
   7.570%  08/15/26   140,000   —   140,000 
   3.850%  08/15/26(2)  482,545   (4,992)  477,553 
                  
           4,391,632   (15,772)  4,375,860 
                  
                     
Floating Rate Notes:
                    
       04/01/13(1)  300,000   —   300,000 
Fair Value Derivative Adjustments       (1) 9,320   —   9,320 
Term Loan Facility LIBOR+0.50%  10/05/11(3) (4)  500,000   —   500,000 
                  
           809,320   —   809,320 
                     
Revolving Credit Facility:
 LIBOR+0.50%  02/28/12(3) (5)  —   —   — 
                  
                     
Total Unsecured Debt
         $5,200,952  $(15,772) $5,185,180 
                  

  Coupon
Rate		 Due
Date		 Face
Amount		 Unamortized
Premium/
(Discount)		 Net
Balance
Fixed Rate Notes:          
  5.250% 09/15/14 $500,000
 $(44) $499,956
  6.584% 04/13/15 300,000
 (138) 299,862
  5.125% 03/15/16 500,000
 (117) 499,883
  5.375% 08/01/16 400,000
 (479) 399,521
  5.750% 06/15/17 650,000
 (1,780) 648,220
  7.125% 10/15/17 150,000
 (246) 149,754
  4.750% 07/15/20 600,000
 (2,976) 597,024
  4.625% 12/15/21 1,000,000
 (3,016) 996,984
  3.000% 04/15/23 500,000
 (4,116) 495,884
  7.570% 08/15/26 140,000
 —
 140,000
      4,740,000
 (12,912) 4,727,088
Floating Rate Notes:          
Delayed Draw Term Loan Facility LIBOR+1.20% 01/11/15(1)(2)750,000
 —
 750,000
      750,000
 —
 750,000
Revolving Credit Facility: LIBOR+1.05% 04/01/18(1)(3) 115,000
 —
 115,000
Total Unsecured Debt     $5,605,000
 $(12,912) $5,592,088

(1)$300.0 million in fair value interest rate swaps converts a portion of the 5.200% notes due April 1, 2013 to a floating interest rate.
(2)Convertible notes mature on August 15, 2026. The notes are callable by the Operating Partnership on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.
(3)Facilities are private. All other unsecured debt is public.
(4)(2)RepresentsOn January 11, 2013, the Operating Partnership’s $500.0Company entered into a senior unsecured $750.0 million delayed draw term loan facility which originally maturedwas fully drawn on October 5, 2010. Effective April 12, 2010,February 27, 2013 in connection with the Operating Partnership exercised the first of its two one-year extension options. As a result, theArchstone Acquisition. The maturity date of January 11, 2015 is now October 5, 2011 and there is one remainingsubject to a one-year extension option exercisable by the Operating Partnership.Company. The interest rate on advances under the term loan facility will generally be LIBOR

53

plus a spread (currently 1.20%), which is dependent on the credit rating of the Company's long-term debt.
(5)(3)On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt. As of December 31, 2010,2013, there was approximately $1.28$2.35 billion available on the Operating Partnership’sCompany's unsecured revolving credit facility.

An unlimitedunspecified amount of equity and debt securities remains available for issuance by EQR and the Operating PartnershipERPOP under effective shelf registration statements filed with the SEC. Most recently, EQR and the Operating Partnership filed a universal shelf registration statement for an unlimited amount of equity and debt securities that automatically became automatically effective upon filing with the SEC in October 2010 (under SEC regulations enacted in 2005, the registration statement automaticallyon July 30, 2013 and expires on October 14,July 30, 2016. In July 2013, and does not contain a maximum issuance amount). However, asthe Board of February 16, 2011, issuancesTrustees also approved an increase to the amount of shares which be may offered under the ATM share offering program are limited to 10.013.0 million additional shares.Common Shares and extended the program maturity to July 2016. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of the Operating PartnershipERPOP 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’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2013 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preferred shares outstanding.

Equity Residential
Capital Structure as of December 31, 2013
(Amounts in thousands except for share/unit and per share amounts)
Secured Debt  
  
 $5,174,166
 48.1%  
Unsecured Debt  
  
 5,592,088
 51.9%  
Total Debt  
  
 10,766,254
 100.0% 35.6%
Common Shares (includes Restricted Shares) 360,479,260
 96.2%  
  
  
Units (includes OP Units and LTIP Units) 14,180,376
 3.8%  
  
  
Total Shares and Units 374,659,636
 100.0%  
  
  
Common Share Price at December 31, 2013 $51.87
    
  
  
   
  
 19,433,595
 99.7%  
Perpetual Preferred Equity (see below)  
  
 50,000
 0.3%  
Total Equity  
  
 19,483,595
 100.0% 64.4%
Total Market Capitalization  
  
 $30,249,849
   100.0%

Equity Residential
Perpetual Preferred Equity as of December 31, 2013
(Amounts in thousands except for share and per share amounts)
Series 
Redemption
Date
 
Outstanding
 Shares
 
Liquidation
Value
 
Annual
Dividend
 Per Share
 
Annual
Dividend
 Amount
     
Preferred Shares:          
8.29% Series K 12/10/26 1,000,000
 $50,000
 $4.145
 $4,145
Total Perpetual Preferred Equity   1,000,000
 $50,000
   $4,145

On August 20, 2012, the Company redeemed its Series N Cumulative Redeemable Preferred Shares for cash consideration of $150.0 million plus accrued dividends through the redemption date. As a result of this redemption, the Company recorded the write-off of approximately $5.1 million in original issuance costs as a premium on the redemption of Preferred Shares.

The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 20102013 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding Units at the equivalent market value of the closing price of EQR’sthe Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preference units outstanding.

34





54

ERP Operating Limited Partnership
Capital Structure as of December 31, 2010
2013
(Amounts in thousands except for unit and per unit amounts)
                 
Secured Debt     $4,762,896   47.9%    
Unsecured Debt      5,185,180   52.1%    
               
Total Debt
      9,948,076   100.0%  38.4%
                 
Total outstanding Units  303,809,279             
EQR Common Share Price at December 31, 2010 $51.95             
                
       15,782,892   98.7%    
Perpetual Preference Units (see below)      200,000   1.3%    
               
Total Equity
      15,982,892   100.0%  61.6%
                 
Total Market Capitalization
     $25,930,968       100.0%
Secured Debt  
   $5,174,166
 48.1%  
Unsecured Debt  
   5,592,088
 51.9%  
Total Debt  
   10,766,254
 100.0% 35.6%
Total outstanding Units 374,659,636
    
  
  
Common Share Price at December 31, 2013 $51.87
    
  
  
   
   19,433,595
 99.7%  
Perpetual Preference Units (see below)  
   50,000
 0.3%  
Total Equity  
   19,483,595
 100.0% 64.4%
Total Market Capitalization  
   $30,249,849
   100.0%

ERP Operating Limited Partnership
Perpetual Preference Units as of December 31, 2010
2013
(Amounts in thousands except for unit and per unit amounts)
                         
              Annual  Annual  Weighted 
  Redemption  Outstanding  Liquidation  Dividend  Dividend  Average 
Series Date  Units  Value  Per Unit  Amount  Rate 
Preference Units:                        
8.29% Series K  12/10/26   1,000,000  $50,000  $4.145  $4,145     
6.48% Series N  6/19/08   600,000   150,000   16.20   9,720     
                      
Total Perpetual Preference Units      1,600,000  $200,000      $13,865   6.93%
Series 
Redemption
 Date
 
Outstanding
 Units
 Liquidation Value 
Annual
Dividend
 Per Unit
 
Annual
Dividend
 Amount
     
Preference Units:    
  
  
  
8.29% Series K 12/10/26 1,000,000
 $50,000
 $4.145
 $4,145
Total Perpetual Preference Units   1,000,000
 $50,000
   $4,145

On November 1, 2010,August 20, 2012, the Operating Partnership redeemed its Series E and Series HN Cumulative ConvertibleRedeemable Preference Units for cash consideration of $0.8$150.0 million and 355,539plus accrued dividends through the redemption date, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this redemption, the Operating Partnership recorded the write-off of approximately $5.1 million in original issuance costs as a premium on the redemption of Preference Units.
The Operating PartnershipCompany generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and certain scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under itsthe Company’s revolving credit facility. Under normal operating conditions, the Operating PartnershipCompany considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.
The Company has a flexible dividend policy which it believes will generate payouts closely aligned with the actual annual operating results of the Company’s core business and provide transparency to investors. During the year ended December 31, 2013, the Company paid $0.40 per share for each of the first three quarters and $0.65 per share for the fourth quarter to bring the total payment for the year (an annual rate of $1.85 per share) to approximately 65% of Normalized FFO. Beginning in 2014, the Company's annual dividend will be paid based on 65% of the midpoint of the range of Normalized FFO guidance customarily provided as part of the Company's fourth quarter earnings release. The Company expects the annual dividend payout will be $2.00 per share and the Company intends to pay four quarterly dividends of $0.50 per share in 2014. All future dividends remain subject to the discretion of the Board of Trustees. The above assumption is based on current expectations and is forward-looking. While our current dividend policy makes it less likely we will over distribute, it will also lead to a dividend reduction more quickly should operating results deteriorate. However, whether due to changes in the dividend policy or otherwise, there may be times when the Operating PartnershipCompany experiences shortfalls in its coverage of distributions, which may cause the Operating PartnershipCompany to consider reducing its distributions and/or using the proceeds from property dispositions or additional financing transactions to make up the difference. Should these shortfalls occur for lengthy periods of time or be material in nature, the Operating Partnership’sCompany's financial condition may be adversely affected and it may not be able to maintain its current distribution levels. The Operating Partnership reduced its quarterly OP Unit dividend beginning with the dividend for the third quarter of 2009, from $0.4825 per Unit to $0.3375 per Unit.
          During the fourth quarter of 2010, EQR announced a new dividend policy which it believes will generate payouts more closely aligned with the actual annual operating results of the Operating Partnership’s core business and provide transparency to investors. EQR and the Operating Partnership intend to pay an annual cash dividend equal to approximately 65% of Normalized FFO. During the year ended December 31, 2010, the Operating Partnership paid $0.3375 per Unit for each of the first three quarters and $0.4575 per Unit for the fourth quarter to bring the total payment for the year (an annual rate of $1.47 per Unit) to approximately 65% of Normalized FFO. The Operating Partnership anticipates the expected dividend payout will be $1.56 to $1.62 per Unit ($0.3375 per Unit for each of the first three quarters with the balance for the fourth quarter) for the year ending December 31, 2011. The above assumption is based on current expectations and is forward-looking. While the new dividend policy makes it less likely that the Operating Partnership will over distribute, it will also lead to a dividend reduction more quickly than in the past should operating results deteriorate. The Operating PartnershipCompany believes that its expected 20112014 operating cash flow will be sufficient to cover capital expenditures and distributions.
The Operating PartnershipCompany also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital improvements through the issuance of secured and unsecured debt and equity securities, including additional OP Units, and proceeds received from the disposition of certain properties as well asand joint

35

ventures. ventures and cash generated from operations after all distributions. In addition, the Operating PartnershipCompany has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Operating PartnershipCompany must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $19.7$26.8 billion in investment in real estate on the Operating Partnership’sCompany’s balance sheet at December 31, 2010, $12.62013, $18.0 billion or 63.9%,67.0% was

55

unencumbered. However, there can be no assurances that these sources of capital will be available to the Operating PartnershipCompany in the future on acceptable terms or otherwise.
          The Operating Partnership’sERPOP’s credit ratings from Standard & Poor’s (“S&P”), Moody’s and Fitch for its outstanding senior debt are BBB+, BaalBaa1 and BBB+, respectively. EQR’s equity ratings from S&P, Moody’s and Fitch for its outstanding preferred equity are BBB+, Baa2 and BBB-, respectively. During

The Archstone Transaction, related financing activities and property sales adversely impacted our unsecured public debt covenants during the fourthyear ended December 31, 2013. However, certain debt repayment and refinancing activities during the quarter ended December 31, 2013 resulted in unsecured public debt covenants that are more consistent with those as of 2010, Fitch downgradedDecember 31, 2012. See the Operating Partnership’s credit rating from A- to BBB+following table for a comparison of these covenants at December 31, 2013 and EQR’s equity rating from BBB+ to BBB-, which does not have an effect onDecember 31, 2012:
  December 31,
2013		 December 31,
2012
   
     
Total Debt to Adjusted Total Assets (not to exceed 60%) 40.0% 38.6%
Secured Debt to Adjusted Total Assets (not to exceed 40%) 19.2% 17.6%
Consolidated Income Available for Debt Service to    
Maximum Annual Service Charges    
(must be at least 1.5 to 1) 3.07
 3.00
Total Unsecured Assets to Unsecured Debt    
(must be at least 150%) 326.9% 346.3%

In July 2011, the Operating Partnership’s cost of funds. During the first quarter of 2011, Moody’s raisedCompany replaced its outlook for both EQR and the Operating Partnership from negative outlook to stable outlook.
          The Operating Partnership has a $1.425 billion (net of $75.0 million which had been committed by a now bankrupt financial institution and is not available for borrowing) long-termthen existing unsecured revolving credit facility with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The interest rate on advances under the credit facility was generally LIBOR plus a spread (1.15%) and the Company paid an annual facility fee of 0.2%. Both the spread and the facility fee were dependent on the credit rating of the Company's long term debt. Effective January 6, 2012, the Company amended this facility to increase available borrowings asby $500.0 million to $1.75 billion. The terms did not change, including the July 13, 2014 maturity date.

On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company’s long-term debt. As of February 16, 201121, 2014, there was available borrowings of $1.34$2.1 billion (net of $83.8$34.9 million which was restricted/dedicated to support letters of credit and net of $360.0 million outstanding) on the $75.0 million discussed above) that matures in February 2012 (See Note 10 in the Notes to Consolidated Financial Statements for further discussion).revolving credit facility. This facility may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short-term liquidity requirements.

On July 16, 2010,January 11, 2013, the Company also entered into a portionnew senior unsecured $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone Acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the new term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is dependent on the credit rating of the parking garage collapsed at one of the Operating Partnership’s rental properties (Prospect Towers in Hackensack, New Jersey). The Operating Partnership estimates that the costs related to such collapse (both expensed and capitalized), including providing for residents’ interim needs, lost revenue and garage reconstruction, will be approximately $12.0 million, after insurance reimbursements of $8.0 million. Costs to rebuild the garage will be capitalized as incurred. Other costs, like those to accommodate displaced residents, lost revenue due to a portion of the property being temporarily unavailable for occupancy and legal costs, will reduce earnings as they are incurred. Generally, insurance proceeds will be recorded as increases to earnings as they are received. An impairment charge of $1.3 million was recognized to write-off the net book value of the collapsed garage. During the year ended December 31, 2010, the Operating Partnership received approximately $4.0 million in insurance proceeds which fully offset the impairment charge and partially offset expenses of $5.5 million that were recorded relating to this loss and are included in real estate taxes and insurance on the consolidated statements of operations. In addition, the Operating Partnership estimates that its lost revenues approximated $1.6 million during the year ended December 31, 2010 as a result of the high-rise tower being unoccupied following the garage collapse.Company's long-term debt.
See Note 2018 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to December 31, 2010.2013.
Capitalization of Fixed Assets and Improvements to Real Estate
Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:
•
▪
Replacements(inside the apartment unit). These include:
flooring such as carpets, hardwood, vinyl or tile;
•flooring such as carpets, hardwood, vinyl, linoleum or tile;
•appliances;
•mechanical equipment such as individual furnace/air units, hot water heaters, etc;
•furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and
•blinds/shades.
mechanical equipment such as individual furnace/air units, hot water heaters, etc;
furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors,

56

countertops, etc; and
blinds.
All replacements are depreciated over a five-yearfive to ten-year estimated useful life. We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual apartment units and the repair of any replacement item noted above.
•
▪
Building improvements(outside the apartment unit). These include:
roof replacement and major repairs;
•roof replacement and major repairs;
•paving or major resurfacing of parking lots, curbs and sidewalks;
•amenities and common areas such as pools, exterior sports and playground equipment, lobbies,

36

clubhouses, laundry rooms, alarm and security systems and offices;
•major building mechanical equipment systems;
•interior and exterior structural repair and exterior painting and siding;
•major landscaping and grounds improvement; and
•vehicles and office and maintenance equipment.
amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;
major building mechanical equipment systems;
interior and exterior structural repair and exterior painting and siding;
major landscaping and grounds improvement; and
vehicles and office and maintenance equipment.
All building improvements are depreciated over a five to ten-yearfifteen-year estimated useful life. We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects must exceed $10,000); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.
For the year ended December 31, 2010,2013, our actual improvements to real estate totaled approximately $138.2$135.8 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):
Capital Expenditures to Real Estate
For the Year Ended December 31, 2010
                             
  Total      Avg. Per      Avg. Per      Avg. Per 
  Apartment      Apartment  Building  Apartment      Apartment 
  Units (1)  Replacements (2)  Unit  Improvements  Unit  Total  Unit 
Same Store Properties (3)  112,042  $70,620  $630  $54,118  $483  $124,738  $1,113 
                             
Non-Same Store Properties (4)  12,824   4,180   457   5,547   607   9,727   1,064 
                             
Other (5)  —   1,509       2,234       3,743     
                         
                             
Total  124,866  $76,309      $61,899      $138,208     
                         
2013
  
Total
Apartment
Units (1)
 Replacements (2) 
Avg. Per
Apartment
Unit
 
Building
Improvements
 
Avg. Per
Apartment
Unit
 Total 
Avg. Per
Apartment
Unit
Same Store Properties (3) 80,247
 $45,184
 $563
 $49,308
 $615
 $94,492
 $1,178
Non-Same Store Properties (4) 22,826
 16,668
 855
 19,246
 988
 35,914
 1,843
Other (5) —
 3,197
  
 2,213
  
 5,410
  
Total 103,073
 $65,049
  
 $70,767
  
 $135,816
  

(1)Total Apartment Units —– Excludes 4,7381,669 unconsolidated apartment units and 5,113 military housing apartment units for which repairs and maintenance expenses and capital expenditures to real estate are self-funded and do not consolidate into the Operating Partnership’sCompany’s results.
(2)Replacements —– Includes new expenditures inside the apartment units such as appliances, mechanical equipment, fixtures and flooring, including carpeting. Replacements for same store properties also include $31.7$19.5 million spent in 20102013 on apartment unit renovations/rehabs (primarily kitchens and baths) on 4,3312,560 same store apartment units (equating to about $7,300$7,600 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets. The Company also completed apartment unit renovations/rehabs (primarily kitchens and baths) on 1,200 non-same store apartment units (primarily Archstone properties), equating to a total cost of approximately $11.9 million.
(3)Same Store Properties – Primarily includes all properties acquired or completed and stabilized prior to January 1, 2012, less properties subsequently sold.
(4)Non-Same Store Properties – Primarily includes all properties acquired during 2012 and 2013, plus any properties in lease-up and not stabilized as of January 1, 2012. Per apartment unit amounts are based on a weighted average of 19,493 apartment units. Includes approximately ten months of activity for the Archstone properties.
(5)Other – Primarily includes expenditures for properties sold during the period.
For the year ended December 31, 2012, our actual improvements to real estate totaled approximately $152.8 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):





57

Capital Expenditures to Real Estate
For the Year Ended December 31, 2012
  
Total
Apartment
Units (1)
 Replacements (2) 
Avg. Per
Apartment
Unit
 
Building
Improvements
 
Avg. Per
Apartment
Unit
 Total 
Avg. Per
Apartment
Unit
Same Store Properties (3) 98,577
 $65,490
 $664
 $55,097
 $559
 $120,587
 $1,223
Non-Same Store Properties (4) 11,754
 7,599
 706
 21,788
 2,026
 29,387
 2,732
Other (5) —
 1,723
  
 1,131
  
 2,854
  
Total 110,331
 $74,812
  
 $78,016
  
 $152,828
  

(1)Total Apartment Units – Excludes 5,039 military housing apartment units for which repairs and maintenance expenses and capital expenditures to real estate are self-funded and do not consolidate into the Company’s results.
(2)Replacements – Includes new expenditures inside the apartment units such as appliances, mechanical equipment, fixtures and flooring, including carpeting. Replacements for same store properties also include $33.0 million spent in 2012 on apartment unit renovations/rehabs (primarily kitchens and baths) on 4,427 apartment units (equating to about $7,500 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets.
(3)Same Store Properties —– Primarily includes all properties acquired or completed and stabilized prior to January 1, 2009,2011, less properties subsequently sold.
(4)Non-Same Store Properties —– Primarily includes all properties acquired during 20092011 and 2010,2012, plus any properties in lease-up and not stabilized as of January 1, 2009.2011. Per apartment unit amounts are based on a weighted average of 9,14110,754 apartment units.
(5)Other —– Primarily includes expenditures for properties sold during the period.
          For
For 2014, the year ended December 31, 2009, our actual improvements to real estate totaled approximately $123.9 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):
Capital Expenditures to Real Estate
For the Year Ended December 31, 2009
                             
  Total      Avg. Per      Avg. Per      Avg. Per 
  Apartment      Apartment  Building  Apartment      Apartment 
  Units (1)  Replacements (2)  Unit  Improvements  Unit  Total  Unit 
Same Store Properties (3)  113,598  $69,808  $614  $44,611  $393  $114,419  $1,007 
                             
Non-Same Store Properties (4)  10,728   2,361   240   3,675   374   6,036   614 
                             
Other (5)  —   2,130       1,352       3,482     
                         
                             
Total  124,326  $74,299      $49,638      $123,937     
                         
(1)Total Apartment Units — Excludes 8,086 unconsolidated apartment units and 4,595 military housing apartment units, for which capital expenditures to real estate are self-funded and do not consolidate into the Operating Partnership’s results.
(2)Replacements — For same store properties includes $28.0 million spent on various assets related to unit renovations/rehabs (primarily kitchens and baths) designed to reposition these assets for higher rental levels in their respective markets.
(3)Same Store Properties — Primarily includes all properties acquired or completed and stabilized prior to January 1, 2008, less properties subsequently sold.
(4)Non-Same Store Properties — Primarily includes all properties acquired during 2008 and 2009, plus any properties in lease-up and not stabilized as of January 1, 2008. Per unit amounts are based on a weighted average of 9,823 apartment units.
(5)Other — Primarily includes expenditures for properties sold during the period.

37

     For 2011, the Operating PartnershipCompany estimates that it will spend approximately $1,200$1,700 per apartment unit of capital expenditures, for its same store properties inclusive of apartment unit renovation/rehab costs, or $850$1,250 per apartment unit excluding apartment unit renovation/rehab costs. For 2011,In 2014, the Operating Partnership estimates that it willCompany expects to spend $41.0approximately $45.0 million rehabbing 5,500 apartment units (equating to about $7,500for all unit renovation/rehab costs (primarily on same store properties) at a weighted average cost of $8,500 per apartment unit rehabbed).rehabbed. The anticipated increased capital expenditure cost per unit over 2013 is primarily driven by increases in building improvement costs (i.e. roofs, mechanical systems and siding) for the Archstone assets as well as certain large building improvement projects the Company had planned to complete in 2013 but will not finalize until 2014. The Company is also accelerating its rehab/renovation efforts in 2014 with plans to continue to create value from our properties by doing those rehabs that meet our investment parameters. The above assumptions are based on current expectations and are forward-looking.
    
During the year ended December 31, 2010,2013, the Operating Partnership’sCompany’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Operating Partnership’sCompany’s property management offices and its corporate offices, were approximately $3.0$4.1 million. The Operating PartnershipCompany expects to fund approximately $8.5$2.7 million in total additions to non-real estate property in 2011.2014. The above assumption is based on current expectations and is forward-looking.
Improvements to real estate and additions to non-real estate property are generally funded from net cash provided by operating activities and from investment cash flow.
Derivative Instruments
In the normal course of business, the Operating PartnershipCompany is exposed to the effect of interest rate changes. The Operating PartnershipCompany seeks 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 its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.
The Operating PartnershipCompany has a policy of only entering into 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 Operating PartnershipCompany has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.
See Note 119 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at December 31, 2010.2013.
Other
Total distributions paid in January 20112014 amounted to $141.3$243.5 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the fourth quarter ended December 31, 2010.2013.



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Off-Balance Sheet Arrangements and Contractual Obligations

Archstone Acquisition    

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired unconsolidated interests in several joint ventures. The Operating Partnership had co-invested in various properties that were unconsolidated and accounted for under the equity method of accounting. ManagementCompany does not believe that these investments hadhave a materially different impact upon the Operating Partnership’sits liquidity, cash flows, capital resources, credit or market risk than its other consolidated operating and/or development activities. Details of these interests follow by project:

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $56.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loanhas a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property managementlocated in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and ownership activities. During 2000developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.6 million, bears interest at 3.66% and 2001,matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the Operating Partnershipentity is unconsolidated and recorded using the equity method of accounting.

Parkside at Emeryville – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $11.4 million; the loan bears interest at LIBOR plus 2.25% and matures August 14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees. The partner is the managing member and is developing the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings, and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $113.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At December 31, 2013, the remaining preferred interests have an aggregate liquidation value of $89.0 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

Other

The Company admitted an 80% institutional ventures with an unaffiliated partner. At the respective closing dates, the Operating Partnership sold and/or contributed 45 properties containing 10,846 apartment unitspartner to these venturestwo separate entities/transactions (Nexus Sawgrass in December 2010 and Domain in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 25% ownership20% equity interest in both of these entities. These projects are now unconsolidated. Details of these projects follow:

Nexus Sawgrass – This development project was substantially completed as of September 30, 2013. Total project costs

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are expected to be approximately $80.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the ventures.partner. The Operating Partnership’smortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $47.6 million; the loan bears interest at 5.60% and matures January 1, 2021.
Domain – This development project was substantially completed as of December 31, 2013. Total project costs are expected to be approximately $154.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $91.6 million; the loan bears interest at 5.75% and matures January 1, 2022.
While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner contributed cash equal to 75%has significant participating rights and has active involvement in and oversight of the agreed-upon equity value of the properties comprising the ventures, which was then distributedongoing projects. The Company currently has no further funding obligations related to the Operating Partnership.these projects. The Operating Partnership’sCompany's strategy with respect to these ventures was to reduce its concentrationfinancial risk related to the development of properties inthe properties. However, management does not believe that these investments have a variety of markets. materially different impact upon the Company's liquidity, cash flows, capital resources, credit or market risk than its other consolidated development activities.

As of December 31, 2010,2013, the Operating Partnership had sold itsCompany has 14 consolidated projects (including 400 Park Avenue South in New York City which the Company is jointly developing with Toll Brothers and Park Aire in which the Company acquired a 95% interest in these unconsolidated venturesconnection with the exception of eight properties consisting of 2,061Archstone Transaction – see Note 16 in the Notes to Consolidated Financial Statements for further discussion) totaling 4,017 apartment units which were acquired by the Operating Partnership. All of the related debt encumbering these ventures was extinguished.
     As of December 31, 2010, the Operating Partnership has four projectsand one unconsolidated project totaling 717176 apartment units in various stages of development with estimated completion dates ranging through SeptemberJune 30, 2012,2016, as well as other completed development projects that are in various stages of lease up or are stabilized. The development agreements currently in place are discussed in detail in Note 1816 of the Operating Partnership’sCompany’s Consolidated Financial Statements.
See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’sCompany’s investments in partially owned entities.
The following table summarizes the Operating Partnership’sCompany’s contractual obligations for the next five years and thereafter as of December 31, 2010:2013:

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Payments Due by Year (in thousands) 
Contractual Obligations 2011  2012  2013  2014  2015  Thereafter  Total 
Debt:                            
Principal (a) $1,665,991  $816,309  $578,987  $584,617  $357,713  $5,944,459  $9,948,076 
Interest (b)  460,045   407,793   367,642   344,599   309,043   1,016,041   2,905,163 
Operating Leases:                            
Minimum Rent Payments (c)  5,478   4,285   4,431   4,736   4,729   320,928   344,587 
Other Long-Term Liabilities:                            
Deferred Compensation (d)  1,457   1,770   1,485   1,677   1,677   9,182   17,248 
                      
                             
Total $2,132,971  $1,230,157  $952,545  $935,629  $673,162  $7,290,610  $13,215,074 
                      

Payments Due by Year (in thousands)
Contractual Obligations 2014 2015 2016 2017 2018 Thereafter Total
Debt:  
  
  
  
  
  
  
Principal (a) $561,084
 $1,170,448
 $1,193,251
 $1,347,191
 $297,016
 $6,197,264
 $10,766,254
Interest (b) 467,503
 429,935
 380,210
 330,047
 293,614
 851,508
 2,752,817
Operating Leases:  
  
  
  
  
  
  
Minimum Rent Payments (c) 14,518
 14,935
 15,084
 14,961
 14,830
 869,687
 944,015
Other Long-Term Liabilities:  
  
  
  
    
  
Deferred Compensation (d) 1,378
 1,705
 1,705
 1,705
 1,705
 5,596
 13,794
Total $1,044,483
 $1,617,023
 $1,590,250
 $1,693,904
 $607,165
 $7,924,055
 $14,476,880

(a)Amounts include aggregate principal payments only and includes in 2011 a $500.0 million term loan that the Operating Partnership has the right to extend to 2012.only.
(b)
Amounts include interest expected to be incurred on the Operating Partnership’sCompany’s secured and unsecured debt based on obligations outstanding at December 31, 20102013 and inclusive of capitalized interest. For floating rate debt, the current rate in effect for the most recent payment through December 31, 20102013 is assumed to be in effect through the respective maturity date of each instrument.
(c)Minimum basic rent due for various office space the Operating PartnershipCompany leases and fixed base rent due on ground leases for four14 properties/parcels.
(d)Estimated payments to EQR’sthe Company's Chairman, Vice Chairman and twoone former CEO’sCEO based on actual and planned retirement dates.

Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.
The Operating Partnership’sCompany’s significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements. These policies were followed in preparing the consolidated financial statements at and for the year ended December 31, 20102013 and are consistent with the year ended December 31, 2009.2012.

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The Operating PartnershipCompany has identified five significant accounting policies as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented. The five critical accounting policies are:
Acquisition of Investment Properties
The Operating PartnershipCompany allocates the purchase price of properties to net tangible and identified intangible assets acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, the Operating PartnershipCompany utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Operating PartnershipCompany also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired.
Impairment of Long-Lived Assets
The Operating PartnershipCompany periodically evaluates its long-lived assets, including its investments 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 and legal and environmental concerns, as well as the Operating Partnership’sCompany’s ability to hold and its intent with regard to each asset. Future events could occur which would cause the Operating PartnershipCompany to conclude that impairment indicators exist and an impairment loss is warranted.
Depreciation of Investment in Real Estate
The Operating PartnershipCompany depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 10-year15-year estimated useful life and both the furniture,

39

fixtures and equipment and replacementsreplacement components over a 5-year to 10-year estimated useful life, all of which are judgmental determinations.
Cost Capitalization
See theCapitalization of Fixed Assets and Improvements to Real Estatesection for a discussion of the Operating Partnership’sCompany’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Operating PartnershipCompany capitalizes an allocation of the payroll and associated costs of employees directly responsible for and who spend all of their time on the execution and supervision of major capital and/or renovation projects. These costs are reflected on the balance sheetsheets as an increaseincreases to depreciable property.
For all development projects, the Operating PartnershipCompany uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Operating PartnershipCompany capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheetsheets as construction-in-progress for each specific property. The Operating PartnershipCompany expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovations at selected properties when additional incremental employees are hired.
During the years ended December 31, 2013, 2012 and 2011, the Company capitalized $16.5 million, $14.3 million and $11.6 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.
Fair Value of Financial Instruments, Including Derivative Instruments
The valuation of financial instruments requires the Operating PartnershipCompany to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership,Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Operating PartnershipCompany bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.


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Funds From Operations and Normalized Funds From Operations
For the year ended December 31, 2010,2013, Funds From Operations (“FFO”) available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units decreased $120.8 million, or 12.2%, and increased $173.8 million, or 19.7%, respectively, as compared to the year ended December 31, 2012. For the year ended December 31, 2012, FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased $7.3$241.1 million, or 1.2%32.0%, and $20.9$123.6 million, or 3.2%16.3%, respectively, as compared to the year ended December 31, 2009. For the year ended December 31, 2009, FFO available to Units and Normalized FFO available to Units decreased $2.9 million, or 0.5%, and $73.5 million, or 10.0%, respectively, as compared to the year ended December 31, 2008.2011.
The following is athe Company's and the Operating Partnership's reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for each of the five years ended December 31, 2010:

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Funds From Operations and Normalized Funds From Operations
(Amounts in thousands)2013:
                     
  Year Ended December 31, 
  2010  2009  2008  2007  2006 
Net income $295,983  $382,029  $436,413  $1,047,356  $1,147,617 
Adjustments:                    
Net (income) loss attributable to Noncontrolling Interests — Partially Owned Properties  726   558   (2,650)  (2,200)  (3,132)
Depreciation  656,633   559,271   536,283   509,358   429,737 
Depreciation — Non-real estate additions  (6,788)  (7,355)  (8,269)  (8,279)  (7,840)
Depreciation — Partially Owned and Unconsolidated Properties  (1,619)  759   4,157   4,379   4,338 
Net (gain) on sales of unconsolidated entities  (28,101)  (10,689)  (2,876)  (2,629)  (370)
Discontinued operations:                    
Depreciation  16,770   41,104   66,625   107,056   162,780 
Net (gain) on sales of discontinued operations  (297,956)  (335,299)  (392,857)  (933,013)  (1,025,803)
Net incremental gain (loss) on sales of condominium units  1,506   (385)  (3,932)  20,771   48,961 
                
                     
FFO (1) (3)  637,154   629,993   632,894   742,799   756,288 
                     
Adjustments:                    
Asset impairment and valuation allowances  45,380   11,124   116,418   —   30,000 
Property acquisition costs and write-off of pursuit costs (other expenses)  11,928   6,488   5,760   1,830   4,661 
Debt extinguishment (gains) losses, including prepayment penalties, preference unit redemptions and non-cash convertible debt discounts  8,594   34,333   (2,784)  24,004   21,563 
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)  (80)  (5,737)  (979)  (34,450)  (48,592)
Other miscellaneous non-comparable items  (6,186)  (171)  (1,725)  (5,767)  (20,880)
                
                     
Normalized FFO (2) (3) $696,790  $676,030  $749,584  $728,416  $743,040 
                
                     
FFO (1) (3) $637,154  $629,993  $632,894  $742,799  $756,288 
Preferred distributions  (14,368)  (14,488)  (14,522)  (23,233)  (39,115)
Premium on redemption of preference units  —   —   —   (6,154)  (4,649)
                
                     
FFO available to Units (1) (3) (4) $622,786  $615,505  $618,372  $713,412  $712,524 
                
                     
Normalized FFO (2) (3) $696,790  $676,030  $749,584  $728,416  $743,040 
Preferred distributions  (14,368)  (14,488)  (14,522)  (23,233)  (39,115)
Premium on redemption of preference units  —   —   —   (6,154)  (4,649)
                
                     
Normalized FFO available to Units (2) (3) (4) $682,422  $661,542  $735,062  $699,029  $699,276 
                

Funds From Operations and Normalized Funds From Operations
(Amounts in thousands)
   
  Year Ended December 31,
  2013 2012 2011 2010 2009
Net income$1,905,353
 $881,204
 $935,197
 $295,983
 $382,029
Net (income) loss attributable to Noncontrolling Interests:         
Preference Interests and Units—
 —
 —
 —
 (9)
Partially Owned Properties538
 (844) (832) 726
 558
Preferred/preference distributions(4,145) (10,355) (13,865) (14,368) (14,479)
Premium on redemption of Preferred Shares/Preference Units—
 (5,152) —
 —
 —
Net income available to Common Shares and Units / Units1,901,746
 864,853
 920,500
 282,341
 368,099
Adjustments:         
    Depreciation978,973
 560,669
 506,175
 470,593
 385,293
Depreciation – Non-real estate additions(4,806) (5,346) (5,519) (6,566) (7,122)
Depreciation – Partially Owned and Unconsolidated Properties(2,838) (3,193) (3,062) (1,619) 759
Net (gain) on sales of unconsolidated entities(7) —
 —
 (28,101) (10,689)
Discontinued operations:         
    Depreciation34,380
 124,323
 157,353
 202,588
 214,849
    Net (gain) on sales of discontinued operations(2,036,505) (548,278) (826,489) (297,956) (335,299)
Net incremental gain (loss) on sales of condominium units8
 (11) 1,993
 1,506
 (385)
Gain on sale of Equity Corporate Housing (ECH)1,470
 200
 1,202
 —
 —
FFO available to Common Shares and Units / Units (1) (3) (4)872,421
 993,217
 752,153
 622,786
 615,505
Adjustments:         
    Asset impairment and valuation allowances—
 —
 —
 45,380
 11,124
Property acquisition costs and write-off of pursuit costs79,365
 21,649
 14,557
 11,928
 6,488
Debt extinguishment (gains) losses, including prepayment penalties, preferred share/         
    preference unit redemptions and non-cash convertible debt discounts121,730
 16,293
 12,300
 8,594
 34,333
(Gains) losses on sales of non-operating assets, net of income and other tax expense         
    (benefit)(17,908) (255) (6,976) (80) (5,737)
    Other miscellaneous non-comparable items1,465
 (147,635) (12,369) (6,186) (171)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)$1,057,073
 $883,269
 $759,665
 $682,422
 $661,542
           
FFO (1) (3)$876,566
 $1,008,724
 $766,018
 $637,154
 $629,984
Preferred/preference distributions(4,145) (10,355) (13,865) (14,368) (14,479)
Premium on redemption of Preferred Shares/Preference Units—
 (5,152) —
 —
 —
FFO available to Common Shares and Units / Units (1) (3) (4)$872,421
 $993,217
 $752,153
 $622,786
 $615,505
           
Normalized FFO (2) (3)$1,061,218
 $893,624
 $773,530
 $696,790
 $676,021
Preferred/preference distributions(4,145) (10,355) (13,865) (14,368) (14,479)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)$1,057,073
 $883,269
 $759,665
 $682,422
 $661,542

(1)The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales and impairment write-downs of depreciable property,operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Operating Partnership commences the conversion of apartment units to condominiums, it simultaneously discontinues depreciation of such property.

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adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Company commences the conversion of apartment units to condominiums, it simultaneously discontinues depreciation of such property.

(2) Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:
(2)▪Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:
•the impact of any expenses relating to non-operating asset impairment and valuation allowances;
▪•property acquisition and other transaction costs related to mergers and acquisitions and pursuit cost write-offs (other expenses);write-offs;
▪•gains and losses from early debt extinguishment, including prepayment penalties, preferred share/preference unit redemptions and the cost related to the implied option value of non-cash convertible debt discounts;
▪•gains and losses on the sales of non-operating assets, including gains and losses from land parcel and condominium sales, net of the effect of income tax benefits or expenses; and
▪•other miscellaneous non-comparable items.

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(3)The Operating PartnershipCompany believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Operating PartnershipCompany also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Operating Partnership’sCompany’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Operating Partnership’sCompany’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Operating Partnership’sCompany’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

(4)FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain restrictions, the Noncontrolling Interests – Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risks relating to the Operating Partnership’sCompany’s financial instruments result primarily from changes in short-term LIBOR interest rates and changes in the SIFMASecurities Industry and Financial Markets Association ("SIFMA") index for tax-exempt debt. The Operating Partnership does not have any directCompany also has foreign exchange or other significant market risk.exposure related to interests in German residential real estate that were acquired as part of the Archstone Transaction.
The Operating Partnership’sCompany’s exposure to market risk for changes in interest rates relates primarily to the unsecured revolving and term creditloan facilities as well as floating rate tax-exempt debt. The Operating PartnershipCompany typically incurs fixed rate debt obligations to finance acquisitions while it typically incurs floating rate debt obligations to finance working capital needs and as a temporary measure in advance of securing long-term fixed rate financing. The Operating PartnershipCompany continuously evaluates its level of floating rate debt with respect to total debt and other factors, including its assessment of the current and future economic environment. To the extent the Operating PartnershipCompany carries substantial cash balances, this will tend to partially counterbalance any increase or decrease in interest rates.
The Operating PartnershipCompany also utilizes certain derivative financial instruments to manage market risk. Interest rate protection agreements are used to convert floating rate debt to a fixed rate basis or vice versa as well as to partially lock in rates on future debt issuances. The Company may utilize derivative financial instruments to manage foreign exchange rate risk related to interests in German residential real estate that were acquired as part of the Archstone Transaction. Derivatives are used for hedging purposes rather than speculation. The Operating PartnershipCompany does not enter into financial instruments for trading purposes. See also Note 119 to the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.
The fair values of the Operating Partnership’sCompany’s financial instruments (including such items in the financial statement captions as cash and cash equivalents, other assets, lines of credit, accounts payable and accrued expenses and other liabilities) approximate their carrying or contract values based on their nature, terms and interest rates that approximate current market rates. The fair value of the Operating Partnership’s Company’s

63

mortgage notes payable and unsecured notesdebt (including its line of credit) were approximately $4.7$5.1 billion and $5.5$5.9 billion, respectively, at December 31, 2010.2013.
At December 31, 2010,2013, the Operating PartnershipCompany had total outstanding floating rate debt of approximately $1.7$1.6 billion, or 17.5%15.3% of total debt, net of the effects of any derivative instruments. If market rates of interest on all of the floating rate debt permanently increased by 12 basis points (a 10% increase from the Company’s existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $2.0 million. If market rates of interest on all of the floating rate debt permanently decreased by 12 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $2.0 million.
At December 31, 2013, the Company had total outstanding fixed rate debt of approximately $9.1 billion, or 84.7% of total debt, net of the effects of any derivative instruments. If market rates of interest permanently increased by 51 basis points (a 10% increase from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $8.3 billion. If market rates of interest permanently decreased by 51 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $10.1 billion.
At December 31, 2013, the Company’s derivative instruments had a net asset fair value of approximately $18.7 million. If market rates of interest permanently increased by 33 basis points (a 10% increase from the Company’s existing weighted average interest rates), the net asset fair value of the Company’s derivative instruments would be approximately $28.0 million. If market rates of interest permanently decreased by 33 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net asset fair value of the Company’s derivative instruments would be approximately $9.4 million.
At December 31, 2012, the Company had total outstanding floating rate debt of approximately $0.7 billion, or 8.0% of total debt, net of the effects of any derivative instruments. If market rates of interest on all of the floating rate debt permanently increased by 14 basis points (a 10% increase from the Operating Partnership’sCompany's existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $2.4 $0.9million. If market rates of interest on all of the floating rate debt permanently decreased by 14 basis points (a 10% decrease from the Operating Partnership’sCompany's existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $2.4 $0.9million.

At December 31, 2010,2012, the Operating PartnershipCompany had total outstanding fixed rate debt of approximately $8.2$7.8 billion, or 82.5%92.0% of total debt, net of the effects of any derivative instruments. If market rates of interest permanently increased by 5756 basis points (a 10% increase from the Operating Partnership’sCompany's existing weighted average interest rates), the estimated fair value of the Operating Partnership’sCompany's fixed rate debt would be approximately $7.5$7.1 billion. If market rates of interest permanently decreased by 5756 basis points (a 10% decrease from the Operating Partnership’sCompany's existing weighted

42

average interest rates), the estimated fair value of the Operating Partnership’sCompany's fixed rate debt would be approximately $9.1$8.7 billion.

At December 31, 2010,2012, the Operating Partnership’sCompany's derivative instruments had a net liability fair value of approximately $23.3$42.5 million. If market rates of interest permanently increased by 124 basis points (a 10% increase from the Operating Partnership’sCompany's existing weighted average interest rates), the net liability fair value of the Operating Partnership’sCompany's derivative instruments would be approximately $9.8$40.9 million. If market rates of interest permanently decreased by 124 basis points (a 10% decrease from the Operating Partnership’sCompany's existing weighted average interest rates), the net liability fair value of the Operating Partnership’sCompany's derivative instruments would be approximately $37.0$44.2 million.
     At December 31, 2009, the Operating Partnership had total outstanding floating rate debt of approximately $1.8 billion, or 19.7% of total debt, net of the effects of any derivative instruments. If market rates of interest on all of the floating rate debt permanently increased by 13 basis points (a 10% increase from the Operating Partnership’s existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $2.4 million. If market rates of interest on all of the floating rate debt permanently decreased by 13 basis points (a 10% decrease from the Operating Partnership’s existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $2.4 million.
     At December 31, 2009, the Operating Partnership had total outstanding fixed rate debt of approximately $7.5 billion, or 80.3% of total debt, net of the effects of any derivative instruments. If market rates of interest permanently increased by 59 basis points (a 10% increase from the Operating Partnership’s existing weighted average interest rates), the estimated fair value of the Operating Partnership’s fixed rate debt would be approximately $6.9 billion. If market rates of interest permanently decreased by 59 basis points (a 10% decrease from the Operating Partnership’s existing weighted average interest rates), the estimated fair value of the Operating Partnership’s fixed rate debt would be approximately $8.4 billion.
     At December 31, 2009, the Operating Partnership’s derivative instruments had a net asset fair value of approximately $25.2 million. If market rates of interest permanently increased by 20 basis points (a 10% increase from the Operating Partnership’s existing weighted average interest rates), the net asset fair value of the Operating Partnership’s derivative instruments would be approximately $35.5 million. If market rates of interest permanently decreased by 20 basis points (a 10% decrease from the Operating Partnership’s existing weighted average interest rates), the net asset fair value of the Operating Partnership’s derivative instruments would be approximately $15.9 million.
These amounts were determined by considering the impact of hypothetical interest rates on the Operating Partnership’sCompany’s financial instruments. The foregoing assumptions apply to the entire amount of the Operating Partnership’sCompany’s debt and derivative instruments and do not differentiate among maturities. These analyses do not consider the effects of the changes in overall economic activity that could exist in such an environment. Further, in the event of changes of such magnitude, management would likely take actions to further mitigate its exposure to the changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Operating Partnership’sCompany’s financial structure or results.
The Operating PartnershipCompany cannot predict the effect of adverse changes in interest rates on its debt and derivative instruments and, therefore, its exposure to market risk, nor can there be any assurance that long-term debt will be available at advantageous pricing. Consequently, future results may differ materially from the estimated adverse changes discussed above.

Item 8. Financial Statements and Supplementary Data

See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.



64

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    None.

Item 9A. Controls and Procedures

Equity Residential
(a)  Evaluation of Disclosure Controls and Procedures:
Effective as of December 31, 2010,2013, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b)  Management’s Report on Internal Control over Financial Reporting:
Equity Residential’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.
Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2013. Our internal control over financial reporting has been audited as of December 31, 2013 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
(c)   Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership
(a)  Evaluation of Disclosure Controls and Procedures:
Effective as of December 31, 2013, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’sPartnership's management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’sPartnership's disclosure controls

43

and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC's rules and forms.
(b)  Management’s Report on Internal Control over Financial Reporting:
ERP Operating Limited Partnership’sPartnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’sPartnership's general partner, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control —– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (1992 framework).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.


65
Table of Contents


Based on the Operating Partnership’sPartnership's evaluation under the framework in Internal Control —– Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2010.2013. Our internal control over financial reporting has been audited as of December 31, 20102013 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c)  Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’sPartnership's evaluation referred to above that occurred during the fourth quarter of 20102013 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’sPartnership's internal control over financial reporting.

Item 9B. Other Information
None.

44



66

Table of Contents


PART III

Items 10, 11, 12, 13 and 14.
Items 10, 11, 12, 13 and 14.
Trustees, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions, and Trustee Independence; and Principal Accounting Fees and Services.
The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 is incorporated by reference to, and will be contained in, EQR’sEquity Residential's Proxy Statement, which EQRthe Company intends to file no later than 120 days after the end of its fiscal year ended December 31, 2010. EQR2013, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. Equity Residential is the general partner and 96.2% owner of and owns an approximate 95.5% ownership interest in ERPOP.ERP Operating Limited Partnership.

45



67

Table of Contents


PART IV

Item 15. Exhibits and Financial Statement Schedules.
(a)  The following documents are filed as part of this Report:
(a)The following documents are filed as part of this Report:
(1)Financial Statements: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.
(2)Exhibits: See the Exhibit Index.
(3)Financial Statement Schedules: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

46


68
Table of Contents


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theeach registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 EQUITY RESIDENTIAL
    
 ERP OPERATING LIMITED PARTNERSHIP

BY:  EQUITY RESIDENTIAL
         ITS GENERAL PARTNER
 By: /s/ David J. Neithercut
  
David J. Neithercut,
President and Chief Executive Officer
(Principal Executive Officer)
  President and Chief Executive Officer Date:February 27, 2014


 Date: February 24, 2011
 
ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL
ITS GENERAL PARTNER
   
  By: /s/ David J. Neithercut
   
David J. Neithercut,
President and Chief Executive Officer
(Principal Executive Officer)

  Date:February 27, 2014


Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP

POWER OF ATTORNEY
KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints David J. Neithercut, Mark J. Parrell 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 2010,2013, 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 theeach registrant and in the capacities set forth below and on the dates indicated:

Name Title Date
     
/s/ David J. Neithercut President, Chief Executive Officer and Trustee February 24, 2011
27, 2014
David J. Neithercut (Principal Executive Officer)  
     
/s/ Mark J. Parrell
 Executive Vice President and Chief Financial Officer February 24, 201127, 2014
Mark J. Parrell (Principal Financial Officer)  
     
/s/ Ian S. Kaufman
 Senior Vice President and Chief Accounting Officer February 24, 201127, 2014
Ian S. Kaufman (Principal Accounting Officer)  
     
/s/ John W. Alexander Trustee February 24, 2011
27, 2014
John W. Alexander    
     
/s/ Charles L. Atwood Trustee February 24, 2011
27, 2014
Charles L. Atwood    
     
/s/ Linda Walker Bynoe Trustee February 24, 2011
27, 2014
Linda Walker Bynoe    
     
/s/ Mary Kay Haben
TrusteeFebruary 27, 2014
Mary Kay Haben
/s/ Bradley A. KeywellTrusteeFebruary 27, 2014
Bradley A. Keywell
/s/ John E. Neal
 Trustee February 24, 201127, 2014
John E. Neal    
     
/s/ Mark S. Shapiro Trustee February 24, 2011
27, 2014
Mark S. Shapiro    
     
/s/ B. Joseph White Trustee February 24, 2011
27, 2014
B. Joseph White    
     
/s/ Gerald A. Spector Vice Chairman of the Board of Trustees February 24, 2011
27, 2014
Gerald A. Spector    
     
/s/ Samuel Zell
 Chairman of the Board of Trustees February 24, 201127, 2014
Samuel Zell    



Table of Contents


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
(Equity Residential)		 
F-2
Report of Independent Registered Public Accounting Firm (ERP Operating Limited Partnership)
F-3
   
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
    Reporting (Equity Residential)
 F-3
F-4
   
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
    Reporting (ERP Operating Limited Partnership)
F-5
Financial Statements of Equity Residential:
Consolidated Balance Sheets as of December 31, 20102013 and 20092012 F-4
F-6
   
Consolidated Statements of Operations and Comprehensive Income
      for the years ended December 31, 2010, 20092013, 2012 and 20082011
 F-5
F-7 to F-6F-8
   
Consolidated Statements of Cash Flows for the years ended
      December 31, 2010, 20092013, 2012 and 20082011
 F-7
F-9 to F-9F-11
   
  Consolidated Statements of Changes in Equity for the years ended
      December 31, 2013, 2012 and 2011
F-12 to F-13
Financial Statements of ERP Operating Limited Partnership:
  Consolidated Balance Sheets as of December 31, 2013 and 2012
F-14
  Consolidated Statements of Operations and Comprehensive Income
      for the years ended December 31, 2013, 2012 and 2011
F-15 to F-16
  Consolidated Statements of Cash Flows for the years ended
      December 31, 2013, 2012 and 2011
F-17 to F-19
Consolidated Statements of Changes in Capital for the years ended
      December 31, 2010, 20092013, 2012 and 20082011
 F-10
F-20 to F-11F-21
   
Notes to Consolidated Financial Statements of Equity Residential and ERP Operating
     Limited Partnership
 F-12
F-22 to F-46F-67
   
SCHEDULE FILED AS PART OF THIS REPORT
  
   
Schedule III —– Real Estate and Accumulated Depreciation of Equity Residential and ERP Operating
     Limited Partnership
 
S-1 to S-11S-13

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.



Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
ERP Operating Limited PartnershipBoard of Trustees and Shareholders
Equity Residential
We have audited the accompanying consolidated balance sheets of ERP Operating Limited PartnershipEquity Residential (the “Operating Partnership”“Company”) as of December 31, 20102013 and 20092012 and the related consolidated statements of operations and comprehensive income, changes in capitalequity and cash flows for each of the three years in the period ended December 31, 2010.2013. Our audits also included the financial statement schedule listed in the accompanying index to the consolidated financial statements and schedule. These financial statements and schedule are the responsibility of the Operating Partnership’sCompany’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ERP Operating Limited PartnershipEquity Residential at December 31, 20102013 and 20092012 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010,2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Equity Residential’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/  ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 27, 2014


F-2
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
ERP Operating Limited Partnership
We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the “Operating Partnership”) as of December 31, 2013 and 2012 and 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, 2013. Our audits also included the financial statement schedule listed in the accompanying index to the consolidated financial statements and schedule. These financial statements and schedule are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ERP Operating Limited Partnership at December 31, 2013 and 2012 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ERP Operating Limited Partnership’sPartnership's internal control over financial reporting as of December 31, 2010,2013, based on criteria established in Internal Control —– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 24, 201127, 2014 expressed an unqualified opinion thereon.

 /s/  ERNST & YOUNG LLP
 ERNST & YOUNG LLP
  
Chicago, Illinois 
February 27, 2014 
Chicago, Illinois
February 24, 2011

F-2



F-3

Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Partners
ERP Operating Limited PartnershipBoard of Trustees and Shareholders
Equity Residential
We have audited ERP Operating Limited Partnership’sEquity Residential’s (the “Operating Partnership”“Company”) internal control over financial reporting as of December 31, 2010,2013, based on criteria established in Internal Control —– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the “COSO Criteria”). ERP Operating Limited Partnership’sEquity Residential’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 effectiveness of the Operating Partnership’sCompany’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
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 directors 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.
In our opinion, Equity Residential maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO Criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Equity Residential as of December 31, 2013 and 2012 and 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, 2013 of Equity Residential and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/  ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 27, 2014


F-4
Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Partners
ERP Operating Limited Partnership
We have audited ERP Operating Limited Partnership's (the “Operating Partnership”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the “COSO Criteria”). ERP Operating Limited 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
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 directors 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.
In our opinion, ERP Operating Limited Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2013, based on the COSO Criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ERP Operating Limited Partnership as of December 31, 20102013 and 20092012 and 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, 20102013 of ERP Operating Limited Partnership and our report dated February 24, 2011,27, 2014 expressed an unqualified opinion thereon.

 /s/  ERNST & YOUNG LLP
 ERNST & YOUNG LLP
  
Chicago, Illinois 
February 27, 2014 
Chicago, Illinois
February 24, 2011

F-3


F-5
Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except for share amounts)
  December 31, 2013 December 31, 2012
ASSETS    
Investment in real estate  
  
Land $6,192,512
 $4,554,912
Depreciable property 19,226,047
 15,711,944
Projects under development 988,867
 387,750
Land held for development 393,522
 353,823
Investment in real estate 26,800,948
 21,008,429
Accumulated depreciation (4,807,709) (4,912,221)
Investment in real estate, net 21,993,239
 16,096,208
Cash and cash equivalents 53,534
 612,590
Investments in unconsolidated entities 178,526
 17,877
Deposits – restricted 103,567
 250,442
Escrow deposits – mortgage 42,636
 9,129
Deferred financing costs, net 58,486
 44,382
Other assets 404,557
 170,372
Total assets $22,834,545
 $17,201,000
     
LIABILITIES AND EQUITY    
Liabilities:    
Mortgage notes payable $5,174,166
 $3,898,369
Notes, net 5,477,088
 4,630,875
Lines of credit 115,000
 —
Accounts payable and accrued expenses 118,791
 38,372
Accrued interest payable 78,309
 76,223
Other liabilities 347,748
 304,518
Security deposits 71,592
 66,988
Distributions payable 243,511
 260,176
Total liabilities 11,626,205
 9,275,521
     
Commitments and contingencies    
     
Redeemable Noncontrolling Interests – Operating Partnership 363,144
 398,372
Equity:    
Shareholders’ equity:    
Preferred Shares of beneficial interest, $0.01 par value;    
100,000,000 shares authorized; 1,000,000 shares issued and
outstanding as of December 31, 2013 and December 31, 2012		 50,000
 50,000
Common Shares of beneficial interest, $0.01 par value;    
1,000,000,000 shares authorized; 360,479,260 shares issued
and outstanding as of December 31, 2013 and 325,054,654
shares issued and outstanding as of December 31, 2012		 3,605
 3,251
Paid in capital 8,561,500
 6,542,355
Retained earnings 2,047,258
 887,355
Accumulated other comprehensive (loss) (155,162) (193,148)
Total shareholders’ equity 10,507,201
 7,289,813
Noncontrolling Interests:    
Operating Partnership 211,412
 159,606
Partially Owned Properties 126,583
 77,688
Total Noncontrolling Interests 337,995
 237,294
Total equity 10,845,196
 7,527,107
Total liabilities and equity $22,834,545
 $17,201,000

See accompanying notes
F-6

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per share data)
  Year Ended December 31,
  2013 2012 2011
REVENUES  
  
  
Rental income $2,378,004
 $1,737,929
 $1,516,194
Fee and asset management 9,698
 9,573
 9,026
Total revenues 2,387,702
 1,747,502
 1,525,220
       
EXPENSES      
Property and maintenance 449,461
 332,190
 304,380
Real estate taxes and insurance 293,999
 206,723
 178,406
Property management 84,342
 81,902
 81,867
Fee and asset management 6,460
 4,663
 4,279
Depreciation 978,973
 560,669
 506,175
General and administrative 62,179
 47,233
 43,604
Total expenses 1,875,414
 1,233,380
 1,118,711
       
Operating income 512,288
 514,122
 406,509
       
Interest and other income 4,656
 150,546
 7,963
Other expenses (9,105) (21,692) (12,400)
Merger expenses (19,864) (5,619) (1,736)
Interest:  
  
  
Expense incurred, net (586,854) (455,236) (460,172)
Amortization of deferred financing costs (22,197) (21,295) (16,616)
(Loss) income before income and other taxes, (loss) from investments in
unconsolidated entities, net gain on sales of unconsolidated entities
and land parcels and discontinued operations		 (121,076) 160,826
 (76,452)
Income and other tax (expense) benefit (1,169) (514) (706)
(Loss) from investments in unconsolidated entities due to operations (4,159) (14) —
(Loss) from investments in unconsolidated entities due to merger expenses (54,004) —
 —
Net gain on sales of unconsolidated entities 7
 —
 —
Net gain on sales of land parcels 12,227
 —
 4,217
(Loss) income from continuing operations (168,174) 160,298
 (72,941)
Discontinued operations, net 2,073,527
 720,906
 1,008,138
Net income 1,905,353
 881,204
 935,197
Net (income) loss attributable to Noncontrolling Interests:  
  
  
Operating Partnership (75,278) (38,641) (40,780)
Partially Owned Properties 538
 (844) (832)
Net income attributable to controlling interests 1,830,613
 841,719
 893,585
Preferred distributions (4,145) (10,355) (13,865)
Premium on redemption of Preferred Shares —
 (5,152) —
Net income available to Common Shares $1,826,468
 $826,212
 $879,720
       
Earnings per share – basic:  
  
  
(Loss) income from continuing operations available to Common Shares $(0.47) $0.45
 $(0.28)
Net income available to Common Shares $5.16
 $2.73
 $2.98
Weighted average Common Shares outstanding 354,305
 302,701
 294,856
       
Earnings per share – diluted:  
  
  
(Loss) income from continuing operations available to Common Shares $(0.47) $0.45
 $(0.28)
Net income available to Common Shares $5.16
 $2.70
 $2.98
Weighted average Common Shares outstanding 354,305
 319,766
 294,856

See accompanying notes
F-7

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
(Amounts in thousands except per share data)

  Year Ended December 31,
  2013 2012 2011
Comprehensive income:  
  
  
Net income $1,905,353
 $881,204
 $935,197
Other comprehensive income (loss):      
Other comprehensive income (loss) – derivative instruments:  
  
  
Unrealized holding gains (losses) arising during the year 18,771
 (11,772) (143,598)
Losses reclassified into earnings from other comprehensive income 20,141
 14,678
 4,343
Other comprehensive income (loss) – other instruments:  
  
  
Unrealized holding gains arising during the year 583
 664
 355
(Gains) realized during the year (2,122) —
 —
Other comprehensive income – foreign currency:      
Currency translation adjustments arising during the year 613
 —
 —
Other comprehensive income (loss) 37,986
 3,570
 (138,900)
Comprehensive income 1,943,339
 884,774
 796,297
Comprehensive (income) attributable to Noncontrolling Interests (74,740) (39,485) (41,612)
Comprehensive income attributable to controlling interests $1,868,599
 $845,289
 $754,685


See accompanying notes
F-8

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

  Year Ended December 31,
  2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:  
  
  
Net income $1,905,353
 $881,204
 $935,197
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
Depreciation 1,013,353
 684,992
 663,616
Amortization of deferred financing costs 22,425
 21,435
 17,846
Amortization of above/below market leases 898
 —
 —
Amortization of discounts and premiums on debt (156,439) (8,181) (1,478)
Amortization of deferred settlements on derivative instruments 19,607
 14,144
 3,808
Write-off of pursuit costs 5,184
 9,056
 5,075
Loss from investments in unconsolidated entities 58,163
 14
 —
Distributions from unconsolidated entities – return on capital 2,481
 575
 319
Net (gain) on sales of investment securities/technology investments (4,203) —
 (4,537)
Net (gain) on sales of unconsolidated entities (7) —
 —
Net (gain) on sales of land parcels (12,227) —
 (4,217)
Net (gain) on sales of discontinued operations (2,036,505) (548,278) (826,489)
Unrealized loss (gain) on derivative instruments 70
 (1) 186
Compensation paid with Company Common Shares 35,474
 24,832
 21,177
Changes in assets and liabilities:  
  
  
Decrease (increase) in deposits – restricted 3,684
 (4,091) 4,523
Decrease in mortgage deposits 1,813
 176
 2,133
Decrease (increase) in other assets 3,742
 (20,411) (2,743)
Increase (decrease) in accounts payable and accrued expenses 6,229
 (2,102) 332
(Decrease) in accrued interest payable (9,219) (11,898) (10,510)
Increase (decrease) in other liabilities 15,401
 2,987
 (8,245)
(Decrease) increase in security deposits (6,361) 1,702
 4,474
Net cash provided by operating activities 868,916
 1,046,155
 800,467
       
CASH FLOWS FROM INVESTING ACTIVITIES:  
  
  
Acquisition of Archstone, net of cash acquired (4,000,875) —
 —
Investment in real estate – acquisitions (108,308) (843,976) (1,441,599)
Investment in real estate – development/other (377,442) (180,409) (120,741)
Improvements to real estate (135,816) (152,828) (144,452)
Additions to non-real estate property (4,134) (8,821) (7,110)
Interest capitalized for real estate and unconsolidated entities under development (47,321) (22,509) (9,108)
Proceeds from disposition of real estate, net 4,551,454
 1,049,219
 1,500,583
Investments in unconsolidated entities (66,471) (5,291) (2,021)
Distributions from unconsolidated entities – return of capital 25,471
 —
 —
Proceeds from sale of investment securities/technology investments 4,878
 —
 4,537
Decrease (increase) in deposits on real estate acquisitions and investments, net 143,694
 (97,984) 7,631
Decrease (increase) in mortgage deposits 7,893
 1,444
 (479)
Deconsolidation of previously consolidated properties —
 —
 28,360
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 (13) (12,809)
Net cash (used for) investing activities (6,977) (261,168) (197,208)

See accompanying notes
F-9

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
  Year Ended December 31,
  2013 2012 2011
CASH FLOWS FROM FINANCING ACTIVITIES:  
  
  
Loan and bond acquisition costs $(16,526) $(21,209) $(20,421)
Mortgage deposits (5,631) (57) 247
Mortgage notes payable:  
  
  
Proceeds 902,886
 26,495
 190,905
Restricted cash —
 2,370
 16,596
Lump sum payoffs (2,532,682) (350,247) (974,956)
Scheduled principal repayments (12,658) (14,088) (16,726)
Notes, net:  
  
  
Proceeds 1,245,550
 —
 996,190
Lump sum payoffs (400,000) (975,991) (575,641)
Lines of credit:  
  
  
Proceeds 9,832,000
 5,876,000
 1,455,000
Repayments (9,717,000) (5,876,000) (1,455,000)
(Payments on) settlement of derivative instruments (44,063) —
 (147,306)
Proceeds from sale of Common Shares —
 1,417,040
 173,484
Proceeds from Employee Share Purchase Plan (ESPP) 3,401
 5,399
 5,262
Proceeds from exercise of options 17,252
 49,039
 95,322
Redemption of Preferred Shares —
 (150,000) —
Premium on redemption of Preferred Shares —
 (23) —
Payment of offering costs (1,047) (39,359) (3,596)
Other financing activities, net (48) (48) (48)
Contributions – Noncontrolling Interests – Partially Owned Properties 27,660
 8,221
 75,911
Contributions – Noncontrolling Interests – Operating Partnership 5
 5
 —
Distributions:  
  
  
Common Shares (681,610) (473,451) (432,023)
Preferred Shares (4,145) (13,416) (12,829)
Noncontrolling Interests – Operating Partnership (27,897) (21,915) (20,002)
Noncontrolling Interests – Partially Owned Properties (6,442) (5,083) (1,115)
Net cash (used for) financing activities (1,420,995) (556,318) (650,746)
Net (decrease) increase in cash and cash equivalents (559,056) 228,669
 (47,487)
Cash and cash equivalents, beginning of year 612,590
 383,921
 431,408
Cash and cash equivalents, end of year $53,534
 $612,590
 $383,921










See accompanying notes
F-10

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
  Year Ended December 31,
  2013 2012 2011
SUPPLEMENTAL INFORMATION:  
  
  
Cash paid for interest, net of amounts capitalized $722,861
 $464,937
 $477,434
Net cash paid for income and other taxes $1,152
 $673
 $645
Real estate acquisitions/dispositions/other:  
  
  
Mortgage loans assumed $—
 $137,644
 $158,240
Valuation of OP Units issued $—
 $66,606
 $—
Amortization of deferred financing costs:  
  
  
Investment in real estate, net $(152) $—
 $—
Deferred financing costs, net $22,577
 $21,435
 $17,846
Amortization of discounts and premiums on debt:  
  
  
Mortgage notes payable $(158,625) $(10,333) $(8,260)
Notes, net $2,186
 $2,152
 $6,782
Amortization of deferred settlements on derivative instruments:  
  
  
Other liabilities $(534) $(534) $(535)
Accumulated other comprehensive income $20,141
 $14,678
 $4,343
Loss from investments in unconsolidated entities:      
Investments in unconsolidated entities $53,073
 $14
 $—
Other liabilities $5,090
 $—
 $—
Unrealized loss (gain) on derivative instruments:  
  
  
Other assets $(17,139) $7,448
 $6,826
Mortgage notes payable $—
 $(2,589) $(612)
Notes, net $(1,523) $(4,860) $(2,937)
Other liabilities $(39) $11,772
 $140,507
Accumulated other comprehensive income $18,771
 $(11,772) $(143,598)
Acquisition of Archstone, net of cash acquired:      
Investment in real estate, net $(8,687,355) $—
 $—
Investments in unconsolidated entities $(225,568) $—
 $—
Deposits – restricted $(528) $—
 $—
Escrow deposits – mortgage $(37,582) $—
 $—
Deferred financing costs, net $(25,780) $—
 $—
Other assets $(215,622) $—
 $—
Mortgage notes payable $3,076,876
 $—
 $—
Accounts payable and accrued expenses $16,984
 $—
 $—
Accrued interest payable $11,305
 $—
 $—
Other liabilities $117,299
 $—
 $—
Security deposits $10,965
 $—
 $—
Issuance of Common Shares $1,929,868
 $—
 $—
Noncontrolling Interests – Partially Owned Properties $28,263
 $—
 $—
Interest capitalized for real estate and unconsolidated entities under development:      
Investment in real estate, net $(45,533) $(21,661) $(8,785)
Investments in unconsolidated entities $(1,788) $(848) $(323)
Investments in unconsolidated entities:      
Investments in unconsolidated entities $(13,656) $(5,291) $(2,021)
Other liabilities $(52,815) $—
 $—
Deconsolidation of previously consolidated properties:  
  
  
Investment in real estate, net $—
 $—
 $35,495
Investments in unconsolidated entities $—
 $—
 $(7,135)
(Payments on) settlement of derivative instruments:  
  
  
Other assets $(50) $—
 $—
Other liabilities $(44,013) $—
 $(147,306)
Other:  
  
  
Receivable on sale of Common Shares $—
 $28,457
 $—
Foreign currency translation adjustments $(613) $—
 $—

See accompanying notes
F-11

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)

  Year Ended December 31,
SHAREHOLDERS’ EQUITY 2013 2012 2011
       
PREFERRED SHARES  
  
  
Balance, beginning of year $50,000
 $200,000
 $200,000
Redemption of 6.48% Series N Cumulative Redeemable —
 (150,000) —
Balance, end of year $50,000
 $50,000
 $200,000
       
COMMON SHARES, $0.01 PAR VALUE  
  
  
Balance, beginning of year $3,251
 $2,975
 $2,902
Conversion of OP Units into Common Shares 1
 7
 3
Issuance of Common Shares 345
 250
 39
Exercise of share options 5
 16
 29
Employee Share Purchase Plan (ESPP) 1
 1
 1
Conversion of restricted shares to LTIP Units —
 —
 (1)
Share-based employee compensation expense:  
  
  
Restricted shares 2
 2
 2
Balance, end of year $3,605
 $3,251
 $2,975
       
PAID IN CAPITAL  
  
  
Balance, beginning of year $6,542,355
 $5,047,186
 $4,741,521
Common Share Issuance:  
  
  
Conversion of OP Units into Common Shares 1,698
 18,922
 8,577
Issuance of Common Shares 1,929,523
 1,388,333
 201,903
Exercise of share options 17,247
 49,023
 95,293
Employee Share Purchase Plan (ESPP) 3,400
 5,398
 5,261
Conversion of restricted shares to LTIP Units —
 —
 (3,933)
Share-based employee compensation expense:  
  
  
Restricted shares 13,262
 8,934
 9,100
Share options 10,514
 11,752
 9,545
ESPP discount 632
 965
 1,194
Offering costs (1,047) (39,359) (3,596)
Premium on redemption of Preferred Shares – original issuance costs —
 5,129
 —
Supplemental Executive Retirement Plan (SERP) (422) 282
 10,765
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 1,293
 (4,784)
Change in market value of Redeemable Noncontrolling Interests – Operating
Partnership		 79,667
 38,734
 (22,714)
Adjustment for Noncontrolling Interests ownership in Operating Partnership (35,329) 5,763
 (946)
Balance, end of year $8,561,500
 $6,542,355
 $5,047,186




See accompanying notes
F-12

Table of Contents


EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(Amounts in thousands)
  Year Ended December 31,
SHAREHOLDERS’ EQUITY (continued) 2013 2012 2011
       
RETAINED EARNINGS  
  
  
Balance, beginning of year $887,355
 $615,572
 $203,581
Net income attributable to controlling interests 1,830,613
 841,719
 893,585
Common Share distributions (666,565) (554,429) (467,729)
Preferred Share distributions (4,145) (10,355) (13,865)
Premium on redemption of Preferred Shares – cash charge —
 (23) —
Premium on redemption of Preferred Shares – original issuance costs —
 (5,129) —
Balance, end of year $2,047,258
 $887,355
 $615,572
       
ACCUMULATED OTHER COMPREHENSIVE (LOSS)  
  
  
Balance, beginning of year $(193,148) $(196,718) $(57,818)
Accumulated other comprehensive income (loss) – derivative instruments:  
  
  
Unrealized holding gains (losses) arising during the year 18,771
 (11,772) (143,598)
Losses reclassified into earnings from other comprehensive income 20,141
 14,678
 4,343
Accumulated other comprehensive income (loss) – other instruments:  
  
  
Unrealized holding gains arising during the year 583
 664
 355
(Gains) realized during the year (2,122) —
 —
Accumulated other comprehensive income – foreign currency:      
Currency translation adjustments arising during the year 613
 —
 —
Balance, end of year $(155,162) $(193,148) $(196,718)
       
NONCONTROLLING INTERESTS  
  
  
       
OPERATING PARTNERSHIP  
  
  
Balance, beginning of year $159,606
 $119,536
 $110,399
Issuance of OP Units to Noncontrolling Interests —
 66,606
 —
Issuance of LTIP Units to Noncontrolling Interests 5
 5
 —
Conversion of OP Units held by Noncontrolling Interests into OP Units held
by General Partner		 (1,699) (18,929) (8,580)
Conversion of restricted shares to LTIP Units —
 —
 3,934
Equity compensation associated with Noncontrolling Interests 13,609
 5,307
 3,641
Net income attributable to Noncontrolling Interests 75,278
 38,641
 40,780
Distributions to Noncontrolling Interests (26,277) (25,095) (21,434)
Change in carrying value of Redeemable Noncontrolling Interests – Operating
Partnership		 (44,439) (20,702) (10,150)
Adjustment for Noncontrolling Interests ownership in Operating Partnership 35,329
 (5,763) 946
Balance, end of year $211,412
 $159,606
 $119,536
       
PARTIALLY OWNED PROPERTIES  
  
  
Balance, beginning of year $77,688
 $74,306
 $7,991
Net (loss) income attributable to Noncontrolling Interests (538) 844
 832
Contributions by Noncontrolling Interests 27,660
 8,221
 75,911
Distributions to Noncontrolling Interests (6,490) (5,131) (1,163)
Acquisition of Archstone 28,263
 —
 —
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 (1,306) (8,025)
Other —
 754
 (1,240)
Balance, end of year $126,583
 $77,688
 $74,306

See accompanying notes
F-13

Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
         
  December 31,  December 31, 
  2010  2009 
ASSETS
        
Investment in real estate        
Land $4,110,275  $3,650,324 
Depreciable property  15,226,512   13,893,521 
Projects under development  130,337   668,979 
Land held for development  235,247   252,320 
       
Investment in real estate  19,702,371   18,465,144 
Accumulated depreciation  (4,337,357)  (3,877,564)
       
Investment in real estate, net  15,365,014   14,587,580 
         
Cash and cash equivalents  431,408   193,288 
Investments in unconsolidated entities  3,167   6,995 
Deposits — restricted  180,987   352,008 
Escrow deposits — mortgage  12,593   17,292 
Deferred financing costs, net  42,033   46,396 
Other assets  148,992   213,956 
       
Total assets
 $16,184,194  $15,417,515 
       
         
LIABILITIES AND CAPITAL
        
Liabilities:        
Mortgage notes payable $4,762,896  $4,783,446 
Notes, net  5,185,180   4,609,124 
Lines of credit  —   — 
Accounts payable and accrued expenses  39,452   58,537 
Accrued interest payable  98,631   101,849 
Other liabilities  304,202   272,236 
Security deposits  60,812   59,264 
Distributions payable  140,905   100,266 
       
Total liabilities
  10,592,078   9,984,722 
       
         
Commitments and contingencies
        
         
Redeemable Limited Partners
  383,540   258,280 
       
         
Capital:        
Partners’ capital:        
Preference Units  200,000   208,773 
General Partner  4,948,004   4,833,885 
Limited Partners  110,399   116,120 
Accumulated other comprehensive (loss) income  (57,818)  4,681 
       
Total partners’ capital  5,200,585   5,163,459 
Noncontrolling Interests — Partially Owned Properties  7,991   11,054 
       
Total capital
  5,208,576   5,174,513 
       
Total liabilities and capital
 $16,184,194  $15,417,515 
       

  December 31, 2013 December 31, 2012
ASSETS    
Investment in real estate  
  
Land $6,192,512
 $4,554,912
Depreciable property 19,226,047
 15,711,944
Projects under development 988,867
 387,750
Land held for development 393,522
 353,823
Investment in real estate 26,800,948
 21,008,429
Accumulated depreciation (4,807,709) (4,912,221)
Investment in real estate, net 21,993,239
 16,096,208
Cash and cash equivalents 53,534
 612,590
Investments in unconsolidated entities 178,526
 17,877
Deposits – restricted 103,567
 250,442
Escrow deposits – mortgage 42,636
 9,129
Deferred financing costs, net 58,486
 44,382
Other assets 404,557
 170,372
Total assets $22,834,545
 $17,201,000
     
LIABILITIES AND CAPITAL    
Liabilities:  
  
Mortgage notes payable $5,174,166
 $3,898,369
Notes, net 5,477,088
 4,630,875
Lines of credit 115,000
 —
Accounts payable and accrued expenses 118,791
 38,372
Accrued interest payable 78,309
 76,223
Other liabilities 347,748
 304,518
Security deposits 71,592
 66,988
Distributions payable 243,511
 260,176
Total liabilities 11,626,205
 9,275,521
     
Commitments and contingencies  
  
     
Redeemable Limited Partners 363,144
 398,372
Capital:  
  
Partners' Capital:  
  
Preference Units 50,000
 50,000
General Partner 10,612,363
 7,432,961
Limited Partners 211,412
 159,606
Accumulated other comprehensive (loss) (155,162) (193,148)
Total partners' capital 10,718,613
 7,449,419
Noncontrolling Interests – Partially Owned Properties 126,583
 77,688
Total capital 10,845,196
 7,527,107
Total liabilities and capital $22,834,545
 $17,201,000









See accompanying notes

F-4

F-14


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per Unit data)
             
  Year Ended December 31, 
  2010  2009  2008 
REVENUES
            
Rental income $1,986,043  $1,846,157  $1,876,273 
Fee and asset management  9,476   10,346   10,715 
          
Total revenues  1,995,519   1,856,503   1,886,988 
          
             
EXPENSES
            
Property and maintenance  498,634   464,809   485,754 
Real estate taxes and insurance  226,718   206,247   194,671 
Property management  81,126   71,938   77,063 
Fee and asset management  5,140   7,519   7,981 
Depreciation  656,633   559,271   536,283 
General and administrative  39,887   38,994   44,951 
Impairment  45,380   11,124   116,418 
          
Total expenses  1,553,518   1,359,902   1,463,121 
          
             
Operating income  442,001   496,601   423,867 
             
Interest and other income  5,469   16,585   33,337 
Other expenses  (11,928)  (6,487)  (5,760)
Interest:            
Expense incurred, net  (470,654)  (496,272)  (482,317)
Amortization of deferred financing costs  (10,369)  (12,566)  (9,647)
          
             
(Loss) before income and other taxes, (loss) from investments in unconsolidated entities, net gain (loss) on sales of unconsolidated entities and land parcels and discontinued operations  (45,481)  (2,139)  (40,520)
Income and other tax (expense) benefit  (334)  (2,804)  (5,279)
(Loss) from investments in unconsolidated entities  (735)  (2,815)  (107)
Net gain on sales of unconsolidated entities  28,101   10,689   2,876 
Net (loss) gain on sales of land parcels  (1,395)  —   2,976 
          
(Loss) income from continuing operations  (19,844)  2,931   (40,054)
Discontinued operations, net  315,827   379,098   476,467 
          
Net income  295,983   382,029   436,413 
Net (income) loss attributable to Noncontrolling Interests — Partially Owned Properties  726   558   (2,650)
          
Net income attributable to controlling interests $296,709  $382,587  $433,763 
          
             
ALLOCATION OF NET INCOME
            
Preference Units $14,368  $14,479  $14,507 
          
Preference Interests and Junior Preference Units $—  $9  $15 
          
             
General Partner $269,242  $347,794  $393,115 
Limited Partners  13,099   20,305   26,126 
          
Net income available to Units $282,341  $368,099  $419,241 
          
             
Earnings per Unit — basic:
            
(Loss) from continuing operations available to Units $(0.11) $(0.04) $(0.20)
          
Net income available to Units $0.95  $1.27  $1.46 
          
Weighted average Units outstanding  296,527   289,167   287,631 
          
             
Earnings per Unit — diluted:
            
(Loss) from continuing operations available to Untis $(0.11) $(0.04) $(0.20)
          
Net income available to Units $0.95  $1.27  $1.46 
          
Weighted average Units outstanding  296,527   289,167   287,631 
          

  Year Ended December 31,
  2013 2012 2011
REVENUES  
    
Rental income $2,378,004
 $1,737,929
 $1,516,194
Fee and asset management 9,698
 9,573
 9,026
Total revenues 2,387,702
 1,747,502
 1,525,220
       
EXPENSES  
  
  
Property and maintenance 449,461
 332,190
 304,380
Real estate taxes and insurance 293,999
 206,723
 178,406
Property management 84,342
 81,902
 81,867
Fee and asset management 6,460
 4,663
 4,279
Depreciation 978,973
 560,669
 506,175
General and administrative 62,179
 47,233
 43,604
Total expenses 1,875,414
 1,233,380
 1,118,711
       
Operating income 512,288
 514,122
 406,509
       
Interest and other income 4,656
 150,546
 7,963
Other expenses (9,105) (21,692) (12,400)
Merger expenses (19,864) (5,619) (1,736)
Interest:  
  
  
Expense incurred, net (586,854) (455,236) (460,172)
Amortization of deferred financing costs (22,197) (21,295) (16,616)
(Loss) income before income and other taxes, (loss) from investments in
unconsolidated entities, net gain on sales of unconsolidated entities
and land parcels and discontinued operations		 (121,076) 160,826
 (76,452)
Income and other tax (expense) benefit (1,169) (514) (706)
(Loss) from investments in unconsolidated entities due to operations (4,159) (14) —
(Loss) from investments in unconsolidated entities due to merger expenses (54,004) —
 —
Net gain on sales of unconsolidated entities 7
 —
 —
Net gain on sales of land parcels 12,227
 —
 4,217
(Loss) income from continuing operations (168,174) 160,298
 (72,941)
Discontinued operations, net 2,073,527
 720,906
 1,008,138
Net income 1,905,353
 881,204
 935,197
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties		 538
 (844) (832)
Net income attributable to controlling interests $1,905,891
 $880,360
 $934,365
       
ALLOCATION OF NET INCOME:      
Preference Units $4,145
 $10,355
 $13,865
Premium on redemption of Preference Units $—
 $5,152
 $—
       
General Partner $1,826,468
 $826,212
 $879,720
Limited Partners 75,278
 38,641
 40,780
Net income available to Units $1,901,746
 $864,853
 $920,500
       
Earnings per Unit – basic:  
  
  
(Loss) income from continuing operations available to Units $(0.47) $0.45
 $(0.28)
Net income available to Units $5.16
 $2.73
 $2.98
Weighted average Units outstanding 368,038
 316,554
 308,062
       
Earnings per Unit – diluted:  
  
  
(Loss) income from continuing operations available to Units $(0.47) $0.45
 $(0.28)
Net income available to Units $5.16
 $2.70
 $2.98
Weighted average Units outstanding 368,038
 319,766
 308,062


See accompanying notes

F-5

F-15


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
(Amounts in thousands except per Unit data)
             
  Year Ended December 31, 
  2010  2009  2008 
Comprehensive income:            
             
Net income $295,983  $382,029  $436,413 
Other comprehensive (loss) income — derivative instruments:            
Unrealized holding (losses) gains arising during the year  (65,894)  37,676   (23,815)
Losses reclassified into earnings from other comprehensive income  3,338   3,724   2,696 
Other  —   449   — 
Other comprehensive income (loss) — other instruments:            
Unrealized holding gains arising during the year  57   3,574   1,202 
(Gains) realized during the year  —   (4,943)  — 
          
Comprehensive income  233,484   422,509   416,496 
Comprehensive (income) attributable to Noncontrolling Interests — Partially Owned Properties  726   558   (2,650)
          
Comprehensive income attributable to controlling interests $234,210  $423,067  $413,846 
          

  Year Ended December 31,
  2013 2012 2011
Comprehensive income:  
  
  
Net income $1,905,353
 $881,204
 $935,197
Other comprehensive income (loss):      
Other comprehensive income (loss) – derivative instruments:  
  
  
Unrealized holding gains (losses) arising during the year 18,771
 (11,772) (143,598)
Losses reclassified into earnings from other comprehensive income 20,141
 14,678
 4,343
Other comprehensive income (loss) – other instruments:  
  
  
Unrealized holding gains arising during the year 583
 664
 355
(Gains) realized during the year (2,122) —
 —
Other comprehensive income – foreign currency:      
Currency translation adjustments arising during the year 613
 —
 —
Other comprehensive income (loss) 37,986
 3,570
 (138,900)
Comprehensive income 1,943,339
 884,774
 796,297
Comprehensive loss (income) attributable to Noncontrolling Interests –
Partially Owned Properties		 538
 (844) (832)
Comprehensive income attributable to controlling interests $1,943,877
 $883,930
 $795,465




See accompanying notes

F-6

F-16


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
             
  Year Ended December 31, 
  2010  2009  2008 
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net income $295,983  $382,029  $436,413 
Adjustments to reconcile net income to net cash provided by operating activities:
            
Depreciation  673,403   600,375   602,908 
Amortization of deferred financing costs  10,406   13,127   9,701 
Amortization of discounts on investment securities  —   (1,661)  (365)
Amortization of discounts and premiums on debt  (471)  5,857   9,730 
Amortization of deferred settlements on derivative instruments  2,804   2,228   1,317 
Impairment  45,380   11,124   116,418 
Write-off of pursuit costs  5,272   4,838   5,535 
Property acquisition costs  6,656   1,650   225 
Loss from investments in unconsolidated entities  735   2,815   107 
Distributions from unconsolidated entities — return on capital  61   153   116 
Net (gain) on sales of investment securities  —   (4,943)  — 
Net (gain) on sales of unconsolidated entities  (28,101)  (10,689)  (2,876)
Net loss (gain) on sales of land parcels  1,395   —   (2,976)
Net (gain) on sales of discontinued operations  (297,956)  (335,299)  (392,857)
Loss (gain) on debt extinguishments  2,457   17,525   (18,656)
Unrealized loss (gain) on derivative instruments  1   (3)  500 
Compensation paid with Company Common Shares  18,875   17,843   22,311 
             
Changes in assets and liabilities:
            
Decrease (increase) in deposits — restricted  3,316   3,117   (1,903)
(Increase) decrease in other assets  (9,048)  11,768   (1,488)
(Decrease) in accounts payable and accrued expenses  (5,454)  (34,524)  (821)
(Decrease) in accrued interest payable  (4,000)  (11,997)  (10,871)
Increase (decrease) in other liabilities  9,972   2,220   (19,412)
Increase (decrease) in security deposits  1,007   (5,091)  2,196 
          
Net cash provided by operating activities  732,693   672,462   755,252 
          
             
CASH FLOWS FROM INVESTING ACTIVITIES:
            
Investment in real estate — acquisitions  (1,189,210)  (175,531)  (388,083)
Investment in real estate — development/other  (131,301)  (330,623)  (521,546)
Improvements to real estate  (138,208)  (123,937)  (169,838)
Additions to non-real estate property  (2,991)  (2,028)  (2,327)
Interest capitalized for real estate under development  (13,008)  (34,859)  (60,072)
Proceeds from disposition of real estate, net  672,700   887,055   887,576 
Distributions from unconsolidated entities — return of capital  26,924   6,521   3,034 
Purchase of investment securities  —   (77,822)  (158,367)
Proceeds from sale of investment securities  25,000   215,753   — 
Property acquisition costs  (6,656)  (1,650)  (225)
Decrease (increase) in deposits on real estate acquisitions, net  137,106   (250,257)  65,395 
Decrease in mortgage deposits  4,699   2,437   445 
Consolidation of previously unconsolidated properties  (26,854)  —   — 
Deconsolidation of previously consolidated properties  11,708   —   — 
Acquisition of Noncontrolling Interests — Partially Owned Properties  (16,023)  (11,480)  (20)
          
Net cash (used for) provided by investing activities  (646,114)  103,579   (344,028)
          

  Year Ended December 31,
  2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:  
  
  
Net income $1,905,353
 $881,204
 $935,197
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
Depreciation 1,013,353
 684,992
 663,616
Amortization of deferred financing costs 22,425
 21,435
 17,846
Amortization of above/below market leases 898
 —
 —
Amortization of discounts and premiums on debt (156,439) (8,181) (1,478)
Amortization of deferred settlements on derivative instruments 19,607
 14,144
 3,808
Write-off of pursuit costs 5,184
 9,056
 5,075
Loss from investments in unconsolidated entities 58,163
 14
 —
Distributions from unconsolidated entities – return on capital 2,481
 575
 319
Net (gain) on sales of investment securities/technology investments (4,203) —
 (4,537)
Net (gain) on sales of unconsolidated entities (7) —
 —
Net (gain) on sales of land parcels (12,227) —
 (4,217)
Net (gain) on sales of discontinued operations (2,036,505) (548,278) (826,489)
Unrealized loss (gain) on derivative instruments 70
 (1) 186
Compensation paid with Company Common Shares 35,474
 24,832
 21,177
Changes in assets and liabilities:  
  
  
Decrease (increase) in deposits – restricted 3,684
 (4,091) 4,523
Decrease in mortgage deposits 1,813
 176
 2,133
Decrease (increase) in other assets 3,742
 (20,411) (2,743)
Increase (decrease) in accounts payable and accrued expenses 6,229
 (2,102) 332
(Decrease) in accrued interest payable (9,219) (11,898) (10,510)
Increase (decrease) in other liabilities 15,401
 2,987
 (8,245)
(Decrease) increase in security deposits (6,361) 1,702
 4,474
Net cash provided by operating activities 868,916
 1,046,155
 800,467
       
CASH FLOWS FROM INVESTING ACTIVITIES:  
  
  
Acquisition of Archstone, net of cash acquired (4,000,875) —
 —
Investment in real estate – acquisitions (108,308) (843,976) (1,441,599)
Investment in real estate – development/other (377,442) (180,409) (120,741)
Improvements to real estate (135,816) (152,828) (144,452)
Additions to non-real estate property (4,134) (8,821) (7,110)
Interest capitalized for real estate and unconsolidated entities under development (47,321) (22,509) (9,108)
Proceeds from disposition of real estate, net 4,551,454
 1,049,219
 1,500,583
Investments in unconsolidated entities (66,471) (5,291) (2,021)
Distributions from unconsolidated entities – return of capital 25,471
 —
 —
Proceeds from sale of investment securities/technology investments 4,878
 —
 4,537
Decrease (increase) in deposits on real estate acquisitions and investments, net 143,694
 (97,984) 7,631
Decrease (increase) in mortgage deposits 7,893
 1,444
 (479)
Deconsolidation of previously consolidated properties —
 —
 28,360
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 (13) (12,809)
Net cash (used for) investing activities (6,977) (261,168) (197,208)






See accompanying notes

F-7

F-17


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
             
  Year Ended December 31, 
  2010  2009  2008 
CASH FLOWS FROM FINANCING ACTIVITIES:
            
Loan and bond acquisition costs $(8,811) $(9,291) $(9,233)
Mortgage notes payable:
            
Proceeds  173,561   738,798   1,841,453 
Restricted cash  73,232   46,664   37,262 
Lump sum payoffs  (635,285)  (939,022)  (411,391)
Scheduled principal repayments  (16,769)  (17,763)  (24,034)
(Loss) gain on debt extinguishments  (2,457)  2,400   (81)
Notes, net:
            
Proceeds  595,422   —   — 
Lump sum payoffs  —   (850,115)  (304,043)
(Loss) gain on debt extinguishments  —   (19,925)  18,737 
Lines of credit:
            
Proceeds  5,513,125   —   841,000 
Repayments  (5,513,125)  —   (980,000)
(Payments on) proceeds from settlement of derivative instruments  (10,040)  11,253   (26,781)
Proceeds from sale of OP Units  329,452   86,184   — 
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)  5,112   5,292   6,170 
Proceeds from exercise of EQR options  71,596   9,136   24,634 
OP Units repurchased and retired  (1,887)  (1,124)  (12,548)
Redemption of Preference Units  (877)  —   — 
Payment of offering costs  (4,657)  (2,536)  (102)
Other financing activities, net  (48)  (16)  (16)
Contributions — Noncontrolling Interests — Partially Owned Properties  222   893   2,083 
Contributions — Limited Partners  —   78   — 
Distributions:
            
OP Units — General Partner  (379,969)  (488,604)  (522,195)
Preference Units  (14,471)  (14,479)  (14,521)
Preference Interests and Junior Preference Units  —   (12)  (15)
OP Units — Limited Partners  (18,867)  (28,935)  (34,584)
Noncontrolling Interests — Partially Owned Properties  (2,918)  (2,423)  (3,056)
          
Net cash provided by (used for) financing activities  151,541   (1,473,547)  428,739 
          
Net increase (decrease) in cash and cash equivalents  238,120   (697,506)  839,963 
Cash and cash equivalents, beginning of year  193,288   890,794   50,831 
          
Cash and cash equivalents, end of year $431,408  $193,288  $890,794 
          
  Year Ended December 31,
  2013 2012 2011
CASH FLOWS FROM FINANCING ACTIVITIES:  
  
  
Loan and bond acquisition costs $(16,526) $(21,209) $(20,421)
Mortgage deposits (5,631) (57) 247
Mortgage notes payable:  
  
  
Proceeds 902,886
 26,495
 190,905
Restricted cash —
 2,370
 16,596
Lump sum payoffs (2,532,682) (350,247) (974,956)
Scheduled principal repayments (12,658) (14,088) (16,726)
Notes, net:  
  
  
Proceeds 1,245,550
 —
 996,190
Lump sum payoffs (400,000) (975,991) (575,641)
Lines of credit:  
  
  
Proceeds 9,832,000
 5,876,000
 1,455,000
Repayments (9,717,000) (5,876,000) (1,455,000)
(Payments on) settlement of derivative instruments (44,063) —
 (147,306)
Proceeds from sale of OP Units —
 1,417,040
 173,484
Proceeds from EQR's Employee Share Purchase Plan (ESPP) 3,401
 5,399
 5,262
Proceeds from exercise of EQR options 17,252
 49,039
 95,322
Redemption of Preference Units —
 (150,000) —
Premium on redemption of Preference Units —
 (23) —
Payment of offering costs (1,047) (39,359) (3,596)
Other financing activities, net (48) (48) (48)
Contributions – Noncontrolling Interests – Partially Owned Properties 27,660
 8,221
 75,911
Contributions – Limited Partners 5
 5
 —
Distributions:  
  
  
OP Units – General Partner (681,610) (473,451) (432,023)
Preference Units (4,145) (13,416) (12,829)
OP Units – Limited Partners (27,897) (21,915) (20,002)
Noncontrolling Interests – Partially Owned Properties (6,442) (5,083) (1,115)
Net cash (used for) financing activities (1,420,995) (556,318) (650,746)
Net (decrease) increase in cash and cash equivalents (559,056) 228,669
 (47,487)
Cash and cash equivalents, beginning of year 612,590
 383,921
 431,408
Cash and cash equivalents, end of year $53,534
 $612,590
 $383,921










See accompanying notes

F-8

F-18


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
             
  Year Ended December 31, 
  2010  2009  2008 
SUPPLEMENTAL INFORMATION:
            
Cash paid for interest, net of amounts capitalized $475,374  $508,847  $491,803 
          
Net cash (received) paid for income and other taxes $(2,740) $3,968  $(1,252)
          
             
Real estate acquisitions/dispositions/other:
            
Mortgage loans assumed $359,082  $—  $24,946 
          
Valuation of OP Units issued $8,245  $1,034  $849 
          
Mortgage loans (assumed) by purchaser $(39,999) $(17,313) $— 
          
             
Amortization of deferred financing costs:
            
Investment in real estate, net $(2,768) $(3,585) $(1,986)
          
Deferred financing costs, net $13,174  $16,712  $11,687 
          
             
Amortization of discounts and premiums on debt:
            
Investment in real estate, net $—  $(3) $(6)
          
Mortgage notes payable $(9,208) $(6,097) $(6,287)
          
Notes, net $8,737  $11,957  $16,023 
          
             
Amortization of deferred settlements on derivative instruments:
            
Other liabilities $(534) $(1,496) $(1,379)
          
Accumulated other comprehensive income $3,338  $3,724  $2,696 
          
             
Unrealized loss (gain) on derivative instruments:
            
Other assets $13,019  $(33,261) $(6,680)
          
Mortgage notes payable $(163) $(1,887) $6,272 
          
Notes, net $7,497  $719  $1,846 
          
Other liabilities $45,542  $(3,250) $22,877 
          
Accumulated other comprehensive (loss) income $(65,894) $37,676  $(23,815)
          
             
(Payments on) proceeds from settlement of derivative instruments:
            
Other assets $—  $11,253  $(98)
          
Other liabilities $(10,040) $—  $(26,683)
          
             
Consolidation of previously unconsolidated properties:
            
Investment in real estate, net $(105,065) $—  $— 
          
Investments in unconsolidated entities $7,376  $—  $— 
          
Deposits — restricted $(42,633) $—  $— 
          
Mortgage notes payable $112,631  $—  $— 
          
Net other assets recorded $837  $—  $— 
          
             
Deconsolidation of previously consolidated properties:
            
Investment in real estate, net $14,875  $—  $— 
          
Investments in unconsolidated entities $(3,167) $—  $— 
          
Other
            
Receivable on sale of OP Units $37,550  $—  $— 
          
Transfer from notes, net to mortgage notes payable $35,600  $—  $— 
          
  Year Ended December 31,
  2013 2012 2011
SUPPLEMENTAL INFORMATION:  
  
  
Cash paid for interest, net of amounts capitalized $722,861
 $464,937
 $477,434
Net cash paid for income and other taxes $1,152
 $673
 $645
Real estate acquisitions/dispositions/other:  
  
  
Mortgage loans assumed $—
 $137,644
 $158,240
Valuation of OP Units issued $—
 $66,606
 $—
Amortization of deferred financing costs:  
  
  
Investment in real estate, net $(152) $—
 $—
Deferred financing costs, net $22,577
 $21,435
 $17,846
Amortization of discounts and premiums on debt:  
  
  
Mortgage notes payable $(158,625) $(10,333) $(8,260)
Notes, net $2,186
 $2,152
 $6,782
Amortization of deferred settlements on derivative instruments:  
  
  
Other liabilities $(534) $(534) $(535)
Accumulated other comprehensive income $20,141
 $14,678
 $4,343
Loss from investments in unconsolidated entities:      
Investments in unconsolidated entities $53,073
 $14
 $—
Other liabilities $5,090
 $—
 $—
Unrealized loss (gain) on derivative instruments:  
  
  
Other assets $(17,139) $7,448
 $6,826
Mortgage notes payable $—
 $(2,589) $(612)
Notes, net $(1,523) $(4,860) $(2,937)
Other liabilities $(39) $11,772
 $140,507
Accumulated other comprehensive income $18,771
 $(11,772) $(143,598)
Acquisition of Archstone, net of cash acquired:      
Investment in real estate, net $(8,687,355) $—
 $—
Investments in unconsolidated entities $(225,568) $—
 $—
Deposits – restricted $(528) $—
 $—
Escrow deposits – mortgage $(37,582) $—
 $—
Deferred financing costs, net $(25,780) $—
 $—
Other assets $(215,622) $—
 $—
Mortgage notes payable $3,076,876
 $—
 $—
Accounts payable and accrued expenses $16,984
 $—
 $—
Accrued interest payable $11,305
 $—
 $—
Other liabilities $117,299
 $—
 $—
Security deposits $10,965
 $—
 $—
Issuance of OP Units $1,929,868
 $—
 $—
Noncontrolling Interests – Partially Owned Properties $28,263
 $—
 $—
Interest capitalized for real estate and unconsolidated entities under development:      
Investment in real estate, net $(45,533) $(21,661) $(8,785)
Investments in unconsolidated entities $(1,788) $(848) $(323)
Investments in unconsolidated entities:      
Investments in unconsolidated entities $(13,656) $(5,291) $(2,021)
Other liabilities $(52,815) $—
 $—
Deconsolidation of previously consolidated properties:      
Investment in real estate, net $—
 $—
 $35,495
Investments in unconsolidated entities $—
 $—
 $(7,135)
(Payments on) settlement of derivative instruments:  
  
  
Other assets $(50) $—
 $—
Other liabilities $(44,013) $—
 $(147,306)
Other:      
Receivable on sale of OP Units $—
 $28,457
 $—
Foreign currency translation adjustments $(613) $—
 $—

See accompanying notes

F-9

F-19


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Amounts in thousands)
             
  Year Ended December 31, 
PARTNERS’ CAPITAL 2010  2009  2008 
PREFERENCE UNITS
            
Balance, beginning of year $208,773  $208,786  $209,662 
Redemption of 7.00% Series E Cumulative Convertible  (834)  —   — 
Conversion of 7.00% Series E Cumulative Convertible  (7,378)  (13)  (828)
Conversion of 7.00% Series H Cumulative Convertible  (561)  —   (48)
          
Balance, end of year $200,000  $208,773  $208,786 
          
             
PREFERENCE INTERESTS AND JUNIOR PREFERENCE UNITS
            
Balance, beginning of year $—  $184  $184 
Conversion of Series B Junior Preference Units  —   (184)  — 
          
Balance, end of year $—  $—  $184 
          
             
GENERAL PARTNER
            
Balance, beginning of year $4,833,885  $4,732,369  $4,723,590 
OP Unit Issuance:            
Conversion of Preference Units into OP Units held by General Partner  7,939   13   876 
Conversion of OP Units held by Limited Partners into OP Units held by General Partner  19,722   48,803   49,901 
Issuance of OP Units  291,902   123,734   — 
Exercise of EQR share options  71,596   9,136   24,634 
EQR’s Employee Share Purchase Plan (ESPP)  5,112   5,292   6,170 
Share-based employee compensation expense:            
EQR performance shares  —   179   (8)
EQR restricted shares  9,781   11,132   17,278 
EQR share options  7,421   5,996   5,846 
EQR ESPP discount  1,290   1,303   1,289 
OP Units repurchased and retired  (1,887)  (1,124)  (7,908)
Offering costs  (4,657)  (2,536)  (102)
Net income available to Units — General Partner  269,242   347,794   393,115 
OP Units — General Partner distributions  (419,320)  (450,287)  (523,648)
Supplemental Executive Retirement Plan (SERP)  8,559   27,809   (7,304)
Acquisition of Noncontrolling Interests — Partially Owned Properties  (16,888)  (1,496)  — 
Change in market value of Redeemable Limited Partners  (129,918)  (14,544)  65,524 
Adjustment for Limited Partners ownership in Operating Partnership  (5,775)  (9,688)  (16,884)
          
Balance, end of year $4,948,004  $4,833,885  $4,732,369 
          
             
LIMITED PARTNERS
            
Balance, beginning of year $116,120  $137,645  $162,185 
Issuance of OP Units  8,245   1,034   849 
Issuance of LTIP Units  —   78   — 
Conversion of OP Units held by Limited Partners into OP Units held by General Partner  (19,722)  (48,803)  (49,901)
Equity compensation associated with Units — Limited Partners  2,524   1,194   — 
Net income available to Units — Limited Partners  13,099   20,305   26,126 
Units — Limited Partners distributions  (20,300)  (25,679)  (33,745)
Change in carrying value of Redeemable Limited Partners  4,658   20,658   15,247 
Adjustment for Limited Partners ownership in Operating Partnership  5,775   9,688   16,884 
          
Balance, end of year $110,399  $116,120  $137,645 
          
  Year Ended December 31,
PARTNERS' CAPITAL 2013 2012 2011
       
PREFERENCE UNITS  
  
  
Balance, beginning of year $50,000
 $200,000
 $200,000
Redemption of 6.48% Series N Cumulative Redeemable —
 (150,000) —
Balance, end of year $50,000
 $50,000
 $200,000
       
GENERAL PARTNER  
  
  
Balance, beginning of year $7,432,961
 $5,665,733
 $4,948,004
OP Unit Issuance:  
  
  
Conversion of OP Units held by Limited Partners into OP Units held by
General Partner		 1,699
 18,929
 8,580
Issuance of OP Units 1,929,868
 1,388,583
 201,942
Exercise of EQR share options 17,252
 49,039
 95,322
EQR's Employee Share Purchase Plan (ESPP) 3,401
 5,399
 5,262
Conversion of EQR restricted shares to LTIP Units —
 —
 (3,934)
Share-based employee compensation expense:  
  
  
EQR restricted shares 13,264
 8,936
 9,102
EQR share options 10,514
 11,752
 9,545
EQR ESPP discount 632
 965
 1,194
Offering costs (1,047) (39,359) (3,596)
Premium on redemption of Preference Units – original issuance costs —
 5,129
 —
Net income available to Units – General Partner 1,826,468
 826,212
 879,720
OP Units – General Partner distributions (666,565) (554,429) (467,729)
Supplemental Executive Retirement Plan (SERP) (422) 282
 10,765
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 1,293
 (4,784)
Change in market value of Redeemable Limited Partners 79,667
 38,734
 (22,714)
Adjustment for Limited Partners ownership in Operating Partnership (35,329) 5,763
 (946)
Balance, end of year $10,612,363
 $7,432,961
 $5,665,733
       
LIMITED PARTNERS      
Balance, beginning of year $159,606
 $119,536
 $110,399
Issuance of OP Units to Limited Partners —
 66,606
 —
Issuance of LTIP Units to Limited Partners 5
 5
 —
Conversion of OP Units held by Limited Partners into OP Units held by
General Partner		 (1,699) (18,929) (8,580)
Conversion of EQR restricted shares to LTIP Units —
 —
 3,934
Equity compensation associated with Units – Limited Partners 13,609
 5,307
 3,641
Net income available to Units – Limited Partners 75,278
 38,641
 40,780
Units – Limited Partners distributions (26,277) (25,095) (21,434)
Change in carrying value of Redeemable Limited Partners (44,439) (20,702) (10,150)
Adjustment for Limited Partners ownership in Operating Partnership 35,329
 (5,763) 946
Balance, end of year $211,412
 $159,606
 $119,536

See accompanying notes

F-10

F-20


Table of Contents


ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)
(Amounts in thousands)
             
  Year Ended December 31, 
PARTNERS’ CAPITAL (continued) 2010  2009  2008 
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
            
Balance, beginning of year $4,681  $(35,799) $(15,882)
Accumulated other comprehensive (loss) income — derivative instruments:            
Unrealized holding (losses) gains arising during the year  (65,894)  37,676   (23,815)
Losses reclassified into earnings from other comprehensive income  3,338   3,724   2,696 
Other  —   449   — 
Accumulated other comprehensive income (loss) — other instruments:            
Unrealized holding gains arising during the year  57   3,574   1,202 
(Gains) realized during the year  —   (4,943)  — 
          
Balance, end of year $(57,818) $4,681  $(35,799)
          
             
NONCONTROLLING INTERESTS
            
             
NONCONTROLLING INTERESTS — PARTIALLY OWNED PROPERTIES
            
Balance, beginning of year $11,054  $25,520  $26,236 
Net (loss) income attributable to Noncontrolling Interests  (726)  (558)  2,650 
Contributions by Noncontrolling Interests  222   893   2,083 
Distributions to Noncontrolling Interests  (2,952)  (2,439)  (3,072)
Acquisition of Noncontrolling Interests — Partially Owned Properties  175   (11,705)  (1,877)
Other  218   (657)  (500)
          
Balance, end of year $7,991  $11,054  $25,520 
          
  Year Ended December 31,
PARTNERS' CAPITAL (continued) 2013 2012 2011
       
ACCUMULATED OTHER COMPREHENSIVE (LOSS)  
  
  
Balance, beginning of year $(193,148) $(196,718) $(57,818)
Accumulated other comprehensive income (loss) – derivative instruments:  
  
  
Unrealized holding gains (losses) arising during the year 18,771
 (11,772) (143,598)
Losses reclassified into earnings from other comprehensive income 20,141
 14,678
 4,343
Accumulated other comprehensive income (loss) – other instruments:  
  
  
Unrealized holding gains arising during the year 583
 664
 355
(Gains) realized during the year (2,122) —
 —
Accumulated other comprehensive income – foreign currency:      
Currency translation adjustments arising during the year 613
 —
 —
Balance, end of year $(155,162) $(193,148) $(196,718)
       
NONCONTROLLING INTERESTS  
  
  
       
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES  
  
  
Balance, beginning of year $77,688
 $74,306
 $7,991
Net (loss) income attributable to Noncontrolling Interests (538) 844
 832
Contributions by Noncontrolling Interests 27,660
 8,221
 75,911
Distributions to Noncontrolling Interests (6,490) (5,131) (1,163)
Acquisition of Archstone 28,263
 —
 —
Acquisition of Noncontrolling Interests – Partially Owned Properties —
 (1,306) (8,025)
Other —
 754
 (1,240)
Balance, end of year $126,583
 $77,688
 $74,306





See accompanying notes

F-11

F-21


Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
1.Business
          ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential (“EQR”). EQR,, a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership ("ERPOP"), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. 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, 20102013 owned an approximate 95.5%96.2% ownership interest in, ERPOP. EQR is structured as an umbrella partnership REIT (“UPREIT”) under which allAll of the Company's property ownership, development and related business operations are conducted through ERPOPthe Operating Partnership and EQR has no material assets or liabilities other than its subsidiaries. Referencesinvestment in ERPOP. EQR issues public equity from time to the “Operating Partnership” include ERPOP and those entities owned or controlledtime but does not have any indebtedness as all debt is incurred by it. References to the “Company” mean EQR and 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, 2010,2013, the Operating Partnership,Company, directly or indirectly through investments in title holding entities, owned all or a portion of 451390 properties located in 1712 states and the District of Columbia consisting of 129,604109,855 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):
         
  Properties  Apartment Units 
Wholly Owned Properties  425   119,634 
Partially Owned Properties — Consolidated  24   5,232 
Military Housing  2   4,738 
       
   451   129,604 
            
  Properties Apartment Units
Wholly Owned Properties 362
 98,468
Master-Leased Properties – Consolidated 3
 853
Partially Owned Properties – Consolidated 19
 3,752
Partially Owned Properties – Unconsolidated 4
 1,669
Military Housing 2
 5,113
  390
 109,855
The “Wholly Owned Properties” are accounted for under the consolidation method of accounting. The Operating Partnership beneficially owns 100% fee simple title to 422 of the 425 Wholly Owned"Master-Leased Properties and all but one of its– Consolidated" are wholly owned development properties and land parcels. The Operating Partnership ownsby the building and improvements and leasesCompany but the land underlying the improvements under long-term ground leases that expire in 2026, 2077 and 2101 for the three operating properties, respectively, and 2104 for one land parcel.entire project is leased to a third party corporate housing provider. These properties are consolidated and reflected as real estate assets while the groundmaster leases are accounted for as operating leases.
The “Partially Owned Properties —– Consolidated” are controlled by the Operating PartnershipCompany but have partners with noncontrolling interests and are accounted for under the consolidation method of accounting. The “Partially Owned Properties – Unconsolidated” are controlled by the Company's partners but the Company has noncontrolling interests and are accounted for under the equity method of accounting. The “Military Housing” properties consist of investments in limited liability companies that, as a result of the terms of the operating agreements, are accounted for as management contract rights with all fees recognized as fee and asset management revenue.
2. Summary
The Company maintains long-term ground leases for 13 operating properties and one of Significant Accounting Policiesits wholly owned development properties and land parcels. The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases. The leases expire beginning in 2026 and running through 2110. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases.

2.Summary of Significant Accounting Policies
Basis of Presentation
Due to the Operating Partnership’sCompany’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 Operating PartnershipCompany for financial reporting purposes, except for anone unconsolidated development land parcelproperty, four unconsolidated operating properties and our military housing properties. The consolidated financial statements also include all variable interest entities for which the Operating PartnershipCompany is the primary beneficiary.

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Table of Contents


Noncontrolling interests represented by EQR’sEQR's indirect 1% interest in various entities are immaterial and have not been accounted for in the Consolidated Financial Statements.Statements of the Operating Partnership. In addition, certain amounts due from EQR for its 1% interests interest in various entities have not been reflected in the Consolidated Balance Sheetsconsolidated balance sheets of the Operating Partnership since such amounts are immaterial.
Real Estate Assets and Depreciation of Investment in Real Estate
    
Effective for business combinations on or after January 1, 2009, an acquiring entity is required to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. In addition, an acquiring entity is required to expense acquisition-related costs as incurred, (amounts are included in the other expenses line item in the consolidated statements of operations), value noncontrolling interests at fair value at the acquisition date and expense restructuring costs associated with an acquired business.

The Operating PartnershipCompany allocates the purchase price of properties to net tangible and identified intangible assets

F-12

acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, the Operating PartnershipCompany utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Operating PartnershipCompany also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assetsassets/liabilities acquired. The Operating PartnershipCompany allocates the purchase price of acquired real estate to various components as follows:
•Land — Based on actual purchase price if acquired separately or market research/comparables if acquired with an operating property.
•Furniture, Fixtures and Equipment — Ranges between $8,000 and $13,000 per apartment unit acquired as an estimate of the fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the type of apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of five years.
•In-Place Leases — The Operating Partnership considers the value of acquired in-place leases and the amortization period is the average remaining term of each respective in-place acquired lease.
•Other Intangible Assets — The Operating Partnership 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 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.

Land – Based on actual purchase price adjusted to fair value (as necessary) if acquired separately or market research/comparables if acquired with an operating property.
Furniture, Fixtures and Equipment – Ranges between $3,000 and $13,000 per apartment unit acquired as an estimate of the fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the type of apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of five to ten years.
Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases' average term at acquisition approximates six months. See Note 4 for more information on above and below market leases.
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 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.
Site Improvements – Based on replacement cost, which approximates fair value. Depreciation is calculated on the straight-line method over an estimated useful life of eight years.
Long-Term Debt – The Company calculates the 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 a five-yearan estimated useful life.life of five to ten years. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to tenfifteen years. Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms. Property sales or dispositions are recorded when title transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Operating Partnership.Company. Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts. Any gain or loss on sale is recognized in accordance with accounting principles generally accepted in the United States.
The Operating PartnershipCompany classifies real estate assets as real estate held for disposition when it is certain a property will be disposed of (see further discussion below).
The Operating PartnershipCompany 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 all certificates of occupancy permits have been obtained.

Impairment of Long-Lived Assets

The Operating PartnershipCompany periodically evaluates its long-lived assets, including its investments in real estate, for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance,

F-23
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market conditions and legal and environmental concerns, as well as the Operating Partnership’sCompany’s ability to hold and its intent with regard to each asset. Future events could occur which would cause the Operating PartnershipCompany to conclude that impairment indicators exist and an impairment loss is warranted. If impairment indicators exist, the Company performs the following:
          For long-lived assets to be held and used, the Operating Partnership 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 Operating Partnership would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.
▪For long-lived 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 record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.
▪For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset. Long-lived assets held for disposition 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 disposition.
          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 Operating Partnership has determined it will sell the asset. Long-lived assets held for disposition 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 disposition.

F-13

Cost Capitalization
See theReal Estate Assets and Depreciation of Investment in Real Estatesection for a discussion of the Operating Partnership’sCompany’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Operating PartnershipCompany capitalizes an allocation of the payroll and associated costs of employees directly responsible for and who spend all of their time on the execution and supervision of major capital and/or renovation projects. These costs are reflected on the balance sheetsheets as an increaseincreases to depreciable property.
For all development projects, the Operating PartnershipCompany uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Operating PartnershipCompany capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheetsheets as construction-in-progress for each specific property. The Operating PartnershipCompany expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovations at selected properties when additional incremental employees are hired.
During the years ended December 31, 2013, 2012 and 2011, the Company capitalized $16.5 million, $14.3 million and $11.6 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 Operating PartnershipCompany considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Operating PartnershipCompany maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions typically exceed the Federal Depository 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 Operating PartnershipCompany believes that the risk is not significant, as the Operating PartnershipCompany does not anticipate the financial institutions’ non-performance.
Investment Securities
Investment securities are included in other assets in the consolidated balance sheets. These securities are classified as held-to-maturity and carried at amortized cost if management has the positive intent and ability to hold the securities to maturity. Otherwise, the securities are classified as available-for-sale and carried at estimated fair value with unrealized gains and losses included in accumulated other comprehensive (loss) income,, a separate component of partners’shareholders’ equity/partners' capital. As of December 31, 2013, the Company did not hold any investment securities.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain the Operating Partnership’sCompany’s lines of credit and long-term financings. These costs are amortized over the terms of the related debt. Unamortized financing costs are written off when debt is retired before the maturity date. The accumulated amortization of such deferred financing costs was $43.9$33.4 million and $34.6$32.2 million at December 31, 20102013 and 2009,2012, respectively.


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Fair Value of Financial Instruments, Including Derivative Instruments
The valuation of financial instruments requires the Operating PartnershipCompany to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership,Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Operating PartnershipCompany 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 Operating PartnershipCompany is exposed to the effect of interest rate changes. The Operating PartnershipCompany seeks 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 its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.
The Operating PartnershipCompany has a policy of only entering into 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 Operating PartnershipCompany has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.derivatives it currently has in place.
The Operating PartnershipCompany 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 partners’shareholders’ equity/partners' capital

F-14

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 Operating PartnershipCompany does not use derivatives for trading or speculative purposes.

Revenue Recognition
Rental income attributable to residential leases is recorded on a straight-line basis, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis. Retail/commercial leases generally have five to ten year lease terms with market based renewal options. Fee and asset management revenue and interest income are recorded on an accrual basis.
Share-Based Compensation
The Company expenses share-based compensation such as restricted shares and share options. Any EQR common share of beneficial interest, $0.01$0.01 par value per share (the “Common Shares”"Common Shares") issued pursuant to EQR’sEQR's incentive equity compensation and employee share purchase plans will result in the Operating PartnershipERPOP issuing units of limited partnership interest (“("OP Units”Units") to EQR on a one-for-one basis, with the Operating PartnershipERPOP receiving the net cash proceeds of such issuances.
The fair value of the option grants are recognized over the requisite service/vesting period of the options. The fair value for the Company’sCompany's share options was estimated at the time the share options were granted using the Black-Scholes option pricing model with the primary grant in each year having the following weighted average assumptions:
             
  2010  2009  2008 
Expected volatility (1)  32.4%  26.8%  20.3%
             
Expected life (2) 5 years 5 years 5 years
             
Expected dividend yield (3)  4.85%  4.68%  4.95%
             
Risk-free interest rate (4)  2.29%  1.89%  2.67%
             
Option valuation per share $6.18  $3.38  $4.08 

  2013 2012 2011
Expected volatility (1) 26.9% 27.4% 27.1%
Expected life (2) 5 years 5 years 5 years
Expected dividend yield (3) 4.12% 4.35% 4.56%
Risk-free interest rate (4) 0.84% 0.71% 2.27%
Option valuation per share $7.90 $8.54 $8.36

(1)Expected volatility —– Estimated based on the historical ten-year volatility of EQR’s share price measured on a monthly basis, for a period matching the expected life of each grant.basis.
(2)Expected life —– Approximates the actual weighted average life of all share options granted since the Company went public in 1993.
(3)Expected dividend yield —– Calculated by averaging the historical annual yield on EQR shares for a period matching the expected life of each grant, with the annual yield calculated by dividing actual 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 prior to the grant date for a period matching the expected life of each grant.
The valuation method and assumptions are the same as those the Company used in accounting for option expense in its consolidated financial statements. The Black-Scholes option valuation model was developed for use in estimating the fair value

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Table of Contents


of traded options that have no vesting restrictions and are fully transferable. This model is only one method of valuing options and the Company’s use of this model should not be interpreted as an endorsement of its accuracy.options. Because the Company’s share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its share options and the actual value of the options to the recipient may be significantly different.
Income and Other Taxes
          The Operating PartnershipDue to the structure of EQR as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their proportionate share of the Operating Partnership’s income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Operating PartnershipCompany has generally only incurred certain state and local income, excise and franchise taxes. The Operating PartnershipCompany has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries primarily those entities engaged in condominium conversion and corporate

F-15

housing activities 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.
Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Operating Partnership’sCompany’s deferred tax assets are generally the result of tax affected amortization of goodwill,suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of December 31, 2010,2013, the Operating PartnershipCompany has recorded a deferred tax asset of approximately $38.7$79.6 million, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.
The Operating PartnershipCompany provided for income, franchise and excise taxes allocated as follows in the consolidated statements of operations and comprehensive income for the years ended December 31, 2010, 20092013, 2012 and 20082011 (amounts in thousands):
             
  Year Ended December 31, 
  2010  2009  2008 
Income and other tax expense (benefit) (1) $334  $2,804  $5,279 
Discontinued operations, net (2)  44   (1,161)  (1,841)
          
Provision for income, franchise and excise taxes (3) $378  $1,643  $3,438 
          

  Year Ended December 31,
  2013 2012 2011
Income and other tax expense (benefit) (1) $1,169
 $514
 $706
Discontinued operations, net (2) 449
 34
 (221)
Provision for income, franchise and excise taxes (3) $1,618
 $548
 $485

(1)Primarily includes state and local income, excise and franchise taxes.
(2)Primarily represents federal income taxes (recovered) on the gains on sales of land parcels and condominium units owned by a TRS and included in discontinued operations. Also represents state and local income, excise and franchise taxes on operating properties sold and included in discontinued operations.
(3)All provisions for income tax amounts are current and none are deferred.
The Operating Partnership’s TRSs carried back approximately $7.3 million of 2008 net operating losses (“NOL”) to 2006. The remaining NOL from the 2008 tax year, as well as the NOLs generated in 2009 and 2010, are available for carryforward to future tax years. The Operating Partnership’sCompany’s TRSs have approximately $59.3$63.1 million of NOL carryforwards available as of January 1, 20112014 that will expire in between 2028 2029 and 2030.2032.
During the years ended December 31, 2010, 20092013, 2012 and 2008,2011, the Operating Partnership’sCompany’s tax treatment of dividends and distributions were as follows:
             
  Year Ended December 31, 
  2010  2009  2008 
Tax treatment of dividends and distributions:            
Ordinary dividends $0.607  $0.807  $0.699 
Long-term capital gain  0.622   0.558   0.755 
Unrecaptured section 1250 gain  0.241   0.275   0.476 
          
Dividends and distributions declared per Unit outstanding $1.470  $1.640  $1.930 
          

    

 Year Ended December 31,
  2013 2012 2011
Tax treatment of dividends and distributions:  
  
  
Ordinary dividends $0.662
 $1.375
 $0.667
Qualified dividends 0.050
 —
 —
Long-term capital gain 0.870
 0.253
 0.629
Unrecaptured section 1250 gain 0.268
 0.152
 0.284
Dividends and distributions declared per  
  
  
Common Share/Unit outstanding $1.850
 $1.780
 $1.580
The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes as of December 31, 20102013 and 20092012 was approximately $11.1$15.2 billion and $10.4$11.2 billion, respectively.

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Table of Contents
Partners’

Noncontrolling Interests
A noncontrolling interest in a subsidiary (minority interest) is in most cases an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company's equity. In addition, consolidated net income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on the face of the consolidated statements of operations and comprehensive income. See Note 3 for further discussion.
Operating Partnership: Net income is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and EQR. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and EQR. Such transactions and the related proceeds are treated as capital transactions.
Partially Owned Properties: The Company reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company. The earnings or losses from those properties attributable to the noncontrolling interests are reflected as noncontrolling interests in partially owned properties in the consolidated statements of operations and comprehensive income.
Partners' Capital
The “Limited Partners”"Limited Partners" of ERPOP include various individuals and entities that contributed their properties to ERPOP in exchange for OP Units. The “General Partner”"General Partner" of ERPOP is EQR. Net income is allocated to the Limited Partners 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 Limited Partners by the total OP Units held by the Limited Partners and the General Partner. Issuance of additional Common Shares and OP Units changes the ownership interests of both the Limited Partners and EQR. Such transactions and the related proceeds are treated as capital transactions.
Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners
The Company classifies Redeemable Noncontrolling Interests – Operating Partnership classifies “Redeemable/ Redeemable Limited Partners”Partners in the mezzanine section of the consolidated

F-16

balance sheets for the portion of OP Units that EQR is required, either by contract or securities law, to deliver registered EQR 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.
Noncontrolling Interests
          A noncontrolling interest in a subsidiary (minority interest) is in most cases 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. See Note 3 for further discussion.
          Partially Owned Properties: The Operating Partnership reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Operating Partnership that are not wholly owned by the Operating Partnership. The earnings or losses from those properties attributable to the noncontrolling interests are reflected as noncontrolling interests in partially owned properties in the consolidated statements of operations.
Use of Estimates
In preparation of the Operating Partnership’sCompany’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Reclassifications
Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations or equity/capital.
Other
          In June 2009,
The Company is the Financial Accounting Standards Board (“FASB”) issuedcontrolling partner in various consolidated partnerships owning 19 properties and 3,752 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $126.6 million at December 31, 2013. The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, which superseded all then-existing non-SEC accounting and reporting standards and became the source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by non-governmental entities. The Operating Partnership adopted the codification as required, effective for the quarter ended September 30, 2009. The adoption of the codification has no impact on the Operating Partnership’s consolidated results of operations or financial position but changed the way we refer to accounting literature in our reports.
          Effective January 1, 2010, in an effort to improve financial standards for transfers of financial assets, more stringent conditions for reporting a transfer of a portion of a financial asset as a sale (e.g. loan participations) are required, the concept of a “qualifying special-purpose entity” and special guidance for guaranteed mortgage securitizations are eliminated, other sale-accounting criteria is clarified and the initial measurement of a transferor’s interest in transferred financial assets is changed. This does not have a material effect on the Operating Partnership’s consolidated results of operations or financial position.
          Effective January 1, 2010, the analysis for identifying the primary beneficiary of a Variable Interest Entity (“VIE”) has been simplified by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The analysis requires the primary beneficiary of a VIE to be identified as the party that both (a) has the power to direct the activities of a VIE that most significantly impact its economic performance and (b) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. For the Operating Partnership, this includes its consolidated development partnerships as the Operating Partnership provides substantially all of the capital for these ventures (other than third party mortgage debt, if any). For the Operating Partnership, these requirements affected only disclosures and had no impact on the Operating Partnership’s consolidated results of operations or financial position. See Note 6 for further discussion.
          The Operating PartnershipCompany is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. The Operating PartnershipOf the consolidated entities described above, the Company is the controlling partner in various consolidatedlimited-life partnerships owning 24 properties and 5,232 apartment units and various completed and uncompleted development

F-17

six properties having a noncontrolling interest book valuedeficit balance of $8.0 million at December 31, 2010. Some of these$9.8 million. These six 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 Operating Partnership,Company, as controlling partner, has an obligation to cause the property

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Table of Contents


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, 2010,2013, the Operating PartnershipCompany estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $53.0$51.2 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 six 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, 20102013 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 Operating Partnership’sCompany's Partially Owned Properties is subject to change. To the extent that the partnerships’partnerships' underlying assets are worth less than the underlying liabilities, the Operating PartnershipCompany has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.
          Effective beginning the quarter ended June 30, 2009, disclosures about fair value of financial instruments are required for interim reporting periods in summarized financial information for publicly traded companies as well as in annual financial statements. This does not have a material effect on the Operating Partnership’s consolidated results of operations or financial position. See Note 11 for further discussion.
          Effective January 1, 2010, companies are required to separately disclose the amounts of significant transfers of assets and liabilities into and out of Level 1, Level 2 and Level 3 of the fair value hierarchy and the reasons for those transfers. Companies must also develop and disclose their policy for determining when transfers between levels are recognized. In addition, companies are required to provide fair value disclosures for each class rather than each major category of assets and liabilities. For fair value measurements using significant other observable inputs (Level 2) or significant unobservable inputs (Level 3), companies are required to disclose the valuation technique and the inputs used in determining fair value for each class of assets and liabilities. This does not have a material effect on the Operating Partnership’s consolidated results of operations or financial position. See Note 11 for further discussion.
Effective January 1, 2011, companies will beare required to separately disclose purchases, sales, issuances and settlements on a gross basis in the reconciliation of recurring Level 3 fair value measurements. The Operating PartnershipThis does not have a material effect on the Company’s consolidated results of operations or financial position. See Note 9 for further discussion.

Effective January 1, 2012, companies are required to separately disclose the amounts and reasons for any transfers of assets and liabilities into and out of Level 1 and Level 2 of the fair value hierarchy. For fair value measurements using significant unobservable inputs (Level 3), companies are required to disclose quantitative information about the significant unobservable inputs used for all Level 3 measurements and a description of the Company's valuation processes in determining fair value. In addition, companies are required to provide a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs. Companies are also required to disclose information about when the current use of a non-financial asset measured at fair value differs from its highest and best use and the hierarchy classification for items whose fair value is not recorded on the balance sheet but is disclosed in the notes. This does not have a material effect on the Company's consolidated results of operations or financial position. See Notes 4 and 9 for further discussion.

Effective January 1, 2013, companies are required to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). Companies are also required to report changes in AOCI balances. For significant items reclassified out of AOCI to net income in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required in the notes. This does not have a material effect on the Company's consolidated results of operations or financial position. See Note 9 for further discussion.

Effective January 1, 2014, companies will be required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount a company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount a company expects to pay on behalf of its co-obligors. Companies will also be required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.
          Effective January 1, 2009, in an effort to improve financial standards for derivative instruments and hedging activities, companies are required to enhance disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. Among other requirements, entities are required to provide enhanced disclosures about: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Other than the enhanced disclosure requirements, this does not have a material effect on the Operating Partnership’s consolidated financial statements. See Note 11 for further discussion.
Effective January 1, 2009, issuers of certain convertible debt instruments that may be settled in cash on conversion were required to separately account for the liability and equity components of the instrument in a manner that reflects each issuer’sissuer's nonconvertible debt borrowing rate. As the Operating Partnership isCompany was required to apply this retrospectively, the accounting for the Operating Partnership’s $650.0its $650.0 million ($482.5 million outstanding at December 31, 2010) 3.85% convertible unsecured notes that were issued in August 2006 and mature with a final maturity in August 2026 was affected. On August 18, 2011, the Company redeemed these notes at par ($482.5 million was outstanding on August 18, 2011) and no premium was paid. The Operating PartnershipCompany recognized $18.6$11.8 million $20.6 million and $24.4 million in interest expense related to the stated coupon rate of 3.85% for the yearsyear ended December 31, 2010, 2009 and 2008, respectively.2011. The amount of the conversion option as of the date of issuance calculated by the Operating PartnershipCompany using a 5.80% effective interest rate was $44.3$44.3 million and is beingwas amortized to interest expense over the expected life of the convertible notes (through the first put date on August 18, 2011)2011). Total amortization of the cash discount and conversion option discount on the unsecured notes resulted in a reduction to earnings of approximately $7.8$5.0 million and $10.6 million, respectively, or $0.03$0.02 per Unit and $0.04 per Unit, respectively, for the years ended December 31, 2010 and 2009, and is anticipated to result in a reduction to earnings of approximately $5.0 million or $0.02 per share/Unit for the year ended December 31, 2011. In addition, the Operating PartnershipCompany decreased the January 1, 2009 balance of retained earnings (included in general partner’s capital)partner's capital in the Operating Partnership's financial statements) by $27.0$27.0 million, decreased the January 1, 2009 balance of notes by $17.3$17.3 million and increased the January 1, 2009 balance of paid in capital (included in general partner’s capital)partner's capital in the Operating Partnership's financial statements) by $44.3 million. Due to the required retrospective application, it resulted in a reduction to earnings$44.3 million.




F-28
Table of approximately $13.3 million or $0.05 per Unit for the year ended December 31, 2008. The carrying amount of the conversion option remaining in paid in capital (included in

F-18

general partner’s capital) was $44.3 million at both December 31, 2010 and 2009. The unamortized cash and conversion option discounts totaled $5.0 million and $12.8 million at December 31, 2010 and 2009, respectively.Contents


3.Equity, Capital and Other Interests

Equity and Redeemable Limited PartnersNoncontrolling Interests of Equity Residential
The following tables present the changes in the Operating Partnership’sCompany’s issued and outstanding Common Shares and “Units” (which includes OP Units and Long-Term Incentive Plan (“LTIP”) Units) and in the limited partners’ Units for the years ended December 31, 2010, 20092013, 2012 and 2008:2011:
             
  2010  2009  2008 
General and Limited Partner Units
            
General and Limited Partner Units outstanding at January 1,  294,157,017   289,466,537   287,974,981 
             
Issued to General Partner:            
Conversion of Series E Preference Units  328,363   612   36,830 
Conversion of Series H Preference Units  32,516   —   2,750 
Issuance of OP Units  6,151,198   3,497,300   — 
Exercise of EQR share options  2,506,645   422,713   995,129 
Employee Share Purchase Plan (ESPP)  157,363   324,394   195,961 
Restricted EQR share grants, net  235,767   298,717   461,954 
             
Issued to Limited Partners:            
LTIP Units, net  92,892   154,616   — 
OP Units issued through acquisitions/consolidations  205,648   32,061   19,017 
Conversion of Series B Junior Preference Units  —   7,517   — 
             
OP Units Other:            
Repurchased and retired  (58,130)  (47,450)  (220,085)
          
General and Limited Partner Units outstanding at December 31,
  303,809,279   294,157,017   289,466,537 
          
             
Limited Partner Units
            
Limited Partner Units outstanding at January 1,  14,197,969   16,679,777   18,420,320 
Limited Partner LTIP Units, net  92,892   154,616   — 
Limited Partner OP Units issued through acquisitions/consolidations  205,648   32,061   19,017 
Conversion of Series B Junior Preference Units  —   7,517   — 
Conversion of Limited Partner OP Units to EQR Common Shares  (884,472)  (2,676,002)  (1,759,560)
          
Limited Partner Units outstanding at December 31,
  13,612,037   14,197,969   16,679,777 
          
Limited Partner Units Ownership Interest in Operating Partnership  4.5%  4.8%  5.8%
             
Limited Partner LTIP Units Issued:            
Issuance — per unit  —  $0.50   — 
Issuance — contribution valuation  —  $0.1 million   — 
             
Limited Partner OP Units Issued:            
Acquisitions/consolidations — per unit $40.09  $26.50  $44.64 
Acquisitions/consolidations — valuation $8.2 million  $0.8 million  $0.8 million 
             
Conversion of Series B Junior Preference Units — per unit  —  $24.50   — 
Conversion of Series B Junior Preference Units — valuation  —  $0.2 million   — 

    An unlimited amount
  2013 2012 2011
Common Shares  
  
  
Common Shares outstanding at January 1, 325,054,654
 297,508,185
 290,197,242
Common Shares Issued:  
  
  
Conversion of OP Units 67,939
 675,817
 341,594
Issuance of Common Shares 34,468,085
 25,023,919
 3,866,666
Exercise of share options 586,017
 1,608,427
 2,945,948
Employee Share Purchase Plan (ESPP) 73,468
 110,054
 113,107
Restricted share grants, net 229,097
 128,252
 145,616
Common Shares Other:  
  
  
Conversion of restricted shares to LTIP Units —
 —
 (101,988)
Common Shares outstanding at December 31, 360,479,260
 325,054,654
 297,508,185
Units  
  
  
Units outstanding at January 1, 13,968,758
 13,492,543
 13,612,037
LTIP Units, net 279,557
 70,235
 120,112
OP Units issued through acquisitions —
 1,081,797
 —
Conversion of restricted shares to LTIP Units —
 —
 101,988
Conversion of OP Units to Common Shares (67,939) (675,817) (341,594)
Units outstanding at December 31, 14,180,376
 13,968,758
 13,492,543
Total Common Shares and Units outstanding at December 31, 374,659,636
 339,023,412
 311,000,728
Units Ownership Interest in Operating Partnership 3.8% 4.1% 4.3%
OP Units Issued:  
  
  
Acquisitions – per unit —
 
$61.57
 —
Acquisitions – valuation —
 $66.6 million
 —
The equity positions of equityvarious individuals and debt securities remains available for issuance by EQR and the Operating Partnership under effective shelf registration statements filed with the SEC. Most recently, EQR and the Operating Partnership filed a universal shelf registration statement for an unlimited amount of equity and debt securitiesentities that became automatically effective upon filing with the SEC in October 2010 (under SEC regulations enacted in 2005, the registration statement automatically expires on October 14, 2013 and does not contain a maximum issuance amount). Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offeringscontributed their properties to the capital of the Operating Partnership 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).
          In September 2009, EQR announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years into the

F-19

existing trading market at current market prices as well as through negotiated transactions. Per the termsequity positions of ERPOP’s partnership agreement,the holders of LTIP Units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain exceptions (including the “book-up” requirements of LTIP Units), the Noncontrolling Interests – Operating Partnership may exchange their Units with EQR contributesfor Common Shares on a one-for-one basis. The carrying value of the net proceeds from all equity offeringsNoncontrolling Interests – Operating Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership Units in total in proportion to the capitalnumber of Noncontrolling Interests – Operating Partnership Units in total plus the number of Common Shares. Net income is allocated to the Noncontrolling Interests – Operating Partnership 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 Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership in exchangeelects not to redeem the Noncontrolling Interests – Operating Partnership Units for additional OP Units (on a one-for-one Common Share per OP Unit basis). During the year ended December 31, 2010,cash, EQR issued approximately 6.2 millionis obligated to deliver Common Shares atto the exchanging holder of the Noncontrolling Interests – Operating Partnership Units.
The Noncontrolling Interests – Operating Partnership Units 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 are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership”. Instruments that require settlement in registered shares can not be classified in permanent equity as it is not always completely within an average price of $47.45 per shareissuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for total consideration of approximately $291.9 million through the ATM program. Concurrent with these transactions,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 are adjusted to the

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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 Units that are classified in permanent equity at December 31, 2013 and 2012.
The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership Units in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2013, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $363.1 million, which represents the value of Common Shares that would be issued approximately 6.2 millionin exchange with the Redeemable Noncontrolling Interests – Operating Partnership Units.
The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the years ended December 31, 2013, 2012 and 2011, respectively (amounts in thousands):

  2013 2012 2011
Balance at January 1, $398,372
 $416,404
 $383,540
Change in market value (79,667) (38,734) 22,714
Change in carrying value 44,439
 20,702
 10,150
Balance at December 31, $363,144
 $398,372
 $416,404
Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to EQR. During the year ended December 31, 2009, EQR issued approximately 3.5 million Common Shares at an average price of $35.38 per share for total consideration of approximately $123.7 million through the ATM program. Concurrent with these transactions, the Operating Partnership issued approximately 3.5 million OP Units to EQR. As of December 31, 2009, transactions to issue approximately 1.1 million of the 3.5 million Common Shares had not yet settled. As of December 31, 2009, the Company increased 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 offering proceeds from Common Shares and Preferred Shares are allocated between shareholders’ equity and Noncontrolling Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of ERPOP.
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.
The following table presents the Company’s issued and outstanding by this amountPreferred Shares as of December 31, 2013 and recorded a receivable2012:
      Amounts in thousands
  Redemption
Date (1)		 Annual
Dividend per
Share (2)		 December 31, 2013 December 31, 2012
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized:		        
8.29% Series K Cumulative Redeemable Preferred; liquidation
value $50 per share; 1,000,000 shares issued and outstanding
at December 31, 2013 and December 31, 2012		 12/10/26 
$4.145
 $50,000
 $50,000
      $50,000
 $50,000

(1)
On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.
(2)
Dividends on Preferred Shares are payable quarterly.
Capital and Redeemable Limited Partners of approximately $37.6 million includedERP Operating Limited Partnership
The following tables present the changes in other assets on the consolidated balance sheets. See Note 20 for further discussion on shares available under this program.
          EQR has a share repurchase program authorized byOperating Partnership's issued and outstanding Units and in the Board of Trustees. Considering the repurchase activitylimited partners' Units for the yearyears ended December 31, 2010, EQR has remaining authorization to repurchase an additional $464.6 million2013, 2012 and 2011:

F-30
Table of its shares as of December 31, 2010.Contents
          During the year ended December 31, 2010, EQR repurchased 58,130 of its Common Shares at an average price of $32.46 per share for total consideration of $1.9 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, the Operating Partnership repurchased and retired 58,130 OP Units previously issued to EQR. All of the shares repurchased during the year ended December 31, 2010 were repurchased from employees at the then current market prices to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares.

          During the year ended December 31, 2009, EQR repurchased 47,450 of its Common Shares at an average price of $23.69 per share for total consideration of $1.1 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, the Operating Partnership repurchased and retired 47,450 OP Units previously issued to EQR. All of the shares repurchased during the year ended December 31, 2009 were repurchased from employees at the then current market prices to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares.
  2013 2012 2011
General and Limited Partner Units  
  
  
General and Limited Partner Units outstanding at January 1, 339,023,412
 311,000,728
 303,809,279
Issued to General Partner:      
Issuance of OP Units 34,468,085
 25,023,919
 3,866,666
Exercise of EQR share options 586,017
 1,608,427
 2,945,948
EQR's Employee Share Purchase Plan (ESPP) 73,468
 110,054
 113,107
EQR's restricted share grants, net 229,097
 128,252
 145,616
Issued to Limited Partners:      
LTIP Units, net 279,557
 70,235
 120,112
OP Units issued through acquisitions —
 1,081,797
 —
General and Limited Partner Units outstanding at December 31, 374,659,636
 339,023,412
 311,000,728
Limited Partner Units  
  
  
Limited Partner Units outstanding at January 1, 13,968,758
 13,492,543
 13,612,037
Limited Partner LTIP Units, net 279,557
 70,235
 120,112
Limited Partner OP Units issued through acquisitions —
 1,081,797
 —
Conversion of EQR restricted shares to LTIP Units —
 —
 101,988
Conversion of Limited Partner OP Units to EQR Common Shares (67,939) (675,817) (341,594)
Limited Partner Units outstanding at December 31, 14,180,376
 13,968,758
 13,492,543
Limited Partner Units Ownership Interest in Operating Partnership 3.8% 4.1% 4.3%
Limited Partner OP Units Issued:  
  
  
Acquisitions – per unit —
 
$61.57
 —
Acquisitions – valuation —
 $66.6 million
 —
          During the year ended December 31, 2008, EQR repurchased 220,085 of its Common Shares at an average price of $35.93 per share for total consideration of $7.9 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, the Operating Partnership repurchased and retired 220,085 OP Units previously issued to EQR. Of the total shares repurchased, 120,085 shares were repurchased from employees at an average price of $36.10 per share (the average of the then current market prices) to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. The remaining 100,000 shares were repurchased in the open market at an average price of $35.74 per share.
The Limited Partners of the Operating Partnership as of December 31, 20102013 include 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 LTIP Units. Subject to certain exceptions (including the “book-up” requirements of LTIP Units), Limited Partners may exchange their Units with EQR for EQR Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units 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 EQR Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver EQR Common Shares to the exchanging limited partner.
The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered EQR Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares can not be classified in permanent equity as it is not always completely within an issuer’sissuer'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 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

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respective reporting period. EQR has the ability to deliver unregistered EQR Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at December 31, 20102013 and 2009.2012.
The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2010,2013, the Redeemable Limited Partner Units have a redemption value of approximately $383.5$363.1 million, which represents the value of EQR Common Shares that would be issued in exchange with the Redeemable Limited Partner Units.
The following table presents the changes in the redemption value of the Redeemable Limited Partners for the years for the years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively (amounts in thousands):

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  2010  2009  2008 
Balance at January 1, $258,280  $264,394  $345,165 
Change in market value  129,918   14,544   (65,524)
Change in carrying value  (4,658)  (20,658)  (15,247)
          
Balance at December 31, $383,540  $258,280  $264,394 
          



        
  2013 2012 2011
Balance at January 1, $398,372
 $416,404
 $383,540
Change in market value (79,667) (38,734) 22,714
Change in carrying value 44,439
 20,702
 10,150
Balance at December 31, $363,144
 $398,372
 $416,404
EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for EQR Common Shares) to the Operating Partnership.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).
The following table presents the Operating Partnership’sPartnership's issued and outstanding “Preference Units” as of December 31, 20102013 and 2009:
                     
          Annual  Amounts in thousands 
  Redemption  Conversion  Dividend per  December 31,  December 31, 
  Date (1) (2)  Rate (2)  Unit (3)  2010  2009 
Preference Units:                    
                     
7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 0 and 328,466 units issued and outstanding at December 31, 2010 and December 31, 2009, respectively  11/1/98   1.1128  $1.75  $—  $8,212 
                     
7.00% Series H Cumulative Convertible Preference Units; liquidation value $25 per unit 0 and 22,459 units issued and outstanding at December 31, 2010 and December 31, 2009, respectively  6/30/98   1.4480  $1.75   —   561 
                     
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at December 31, 2010 and December 31, 2009  12/10/26   N/A  $4.145   50,000   50,000 
                     
6.48% Series N Cumulative Redeemable Preference Units; liquidation value $250 per unit; 600,000 units issued and outstanding at December 31, 2010 and December 31, 2009 (4)  6/19/08   N/A  $16.20   150,000   150,000 
                     
                   
              $200,000  $208,773 
                   
2012:
      Amounts in thousands
  Redemption
Date (1)		 Annual
Dividend per
Unit (2)		 December 31, 2013 December 31, 2012
Preference Units:    
  
  
8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 1,000,000 units issued and
outstanding at December 31, 2013 and December 31, 2012		 12/10/26 
$4.145
 $50,000
 $50,000
     
 $50,000
 $50,000

(1)
On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding EQRCompany Preferred Shares.
(2)On or after the redemption date, convertible preference units (Series E and H) may be redeemed under certain circumstances at the option of the Operating Partnership for cash (in the case of Series E) or OP Units (in the case of Series H), in whole or in part, at various redemption prices per unit based upon the contractual conversion rate, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption/conversion of the corresponding EQR Preferred Shares. On November 1,

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2010, the Operating Partnership redeemed its Series E and Series H Cumulative Convertible Preference Units for cash consideration of $0.8 million and 355,539 OP Units.
(3)
(2)
Dividends on all series of Preference Units are payable quarterly at various pay dates. The dividend listed for Series N is a Preference Unit rate and the equivalent depositary unit annual dividend is $1.62 per unit.
(4)The Series N Preference Units have a corresponding depositary unit that consists of ten times the number of units and one-tenth the liquidation value and dividend per unit.quarterly.
Other
An unspecified amount of equity and debt securities remains available for issuance by EQR and ERPOP under a universal shelf registration statement that automatically became effective upon filing with the SEC on July 30, 2013 and expires on July 30, 2016. In July 2013, the Board of Trustees also approved an increase to the amount of shares which may be offered under the ATM (see definition below) program to 13.0 million Common Shares and extended the program maturity to July 2016. 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).

On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company (as discussed in Note 4 below). The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders.
On November 28, 2012, as a partial source of funding for the Archstone Acquisition (see definition below), EQR priced the issuance of 21,850,000 Common Shares at a price of $54.75 per share for total consideration of approximately $1.2 billion, after deducting underwriting commissions of $35.9 million. Concurrent with this transaction, ERPOP issued 21,850,000 OP Units to EQR.

In September 2009, the Company announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years (later increased by 5.7 million Common Shares and extended to February 2014) into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP's partnership agreement, EQR contributes the net proceeds from 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). On July 30, 2009,2013, the Company filed a new universal shelf registration statement to replace its existing universal shelf registration statement, which expired October 15, 2013. The Board of Trustees also approved an increase to the amount of shares which may

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be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. EQR has not issued any shares under this program since September 14, 2012.
During the year ended December 31, 2012, EQR issued approximately 3.2 million Common Shares at an average price of $60.59 per share for total consideration of approximately $192.3 million through the ATM program. Concurrent with these transactions, ERPOP issued approximately 3.2 million OP Units to EQR. During the year ended December 31, 2011, EQR issued approximately 3.9 million Common Shares at an average price of $52.23 per share for total consideration of approximately $201.9 million through the ATM program. Concurrent with these transactions, ERPOP issued approximately 3.9 million OP Units to EQR. As of December 31, 2011, transactions to issue approximately 0.5 million of the 3.9 million Common Shares had not yet settled. As of December 31, 2011, the Company increased the number of Common Shares issued and outstanding by this amount and recorded a receivable of approximately $28.5 million included in other assets on the consolidated balance sheets.
On June 16, 2011, the shareholders of EQR approved the Company's 2011 Share Incentive Plan, as amended (the “2011 Plan”). The 2011 Plan reserved 12,980,741 Common Shares for issuance. In conjunction with the approval of the 2011 Plan, no further awards may be granted under the 2002 Share Incentive Plan. The 2011 Plan expires on June 16, 2021. See Note 12 for further discussion.
EQR has a share repurchase program authorized by the Board of Trustees under which it previously had authorization to repurchase up to $464.6 million of its shares. Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. No shares were repurchased during the years ended December 31, 2013, 2012 and 2011.

On August 20, 2012, the Company redeemed its Series N Cumulative Redeemable Preferred Shares for cash consideration of $150.0 million plus accrued dividends through the redemption date. Concurrent with this transaction, the Operating Partnership elected to convert all 7,367redeemed its corresponding Series B Junior ConvertibleN Preference Units into 7,517 OP Units. The actual preference unit dividends declared forCompany recorded the period outstandingwrite-off of approximately $5.1 million in 2009 was $1.17 per unit.original issuance costs as a premium on the redemption of Preferred Shares/Preference Units.
On March 31, 2010,April 18, 2012, the Operating Partnership issued 188,5711,081,797 OP Units athaving a value of $66.6 million (based on the closing price for Common Shares of $39.15 per OP Unit for total valuation of $7.4 million$61.57 on such date) as partial consideration for the acquisition of one rental property. As the value of the OP Units issued was agreed by contract to be $35.00 per OP Unit, the difference between the contracted value and fair value (the closing price of EQR Common Shares on the closing date) was recorded as an increase to the purchase price.

During the year ended December 31, 2010,2012, the Operating PartnershipCompany acquired all of its partner’spartner's interest in twoone consolidated partially owned land parcel for no cash consideration. In conjunction with this transaction, the Company increased paid in capital (included in general partner's capital in the Operating Partnership's financial statements) by $1.3 million and reduced Noncontrolling Interests – Partially Owned Properties by $1.3 million.

During the year ended December 31, 2011, the Company acquired all of its partners' interests in three consolidated partially owned properties consisting of 4321,351 apartment units one consolidated partially owned development project and one consolidated partially owned land parcel for $0.7 million. One of these partially owned property buyouts was funded through the issuance of 1,129 OP Units valued at $50,000. The Operating Partnership also increased its ownership in three consolidated partially owned properties through the buyout of certain equity interests which were funded through the issuance of 15,948 OP Units valued at $0.8$12.8 million and cash payments of $15.3 million.. In conjunction with these transactions, the Operating PartnershipCompany reduced paid in capital (included in general partner’s capital)partner's capital in the Operating Partnership's financial statements) by $16.9$4.8 million and other liabilities by $0.2 million and increased Noncontrolling Interests —– Partially Owned Properties by $0.2 million.$8.0 million.
          During the year ended December 31, 2009, the Operating Partnership acquired all of its partners’ interests in five consolidated partially owned properties consisting of 1,587 apartment units
See Note 6 for $9.2 million. In addition, the Operating Partnership also acquired a portiondiscussion of the outside partner interestsNoncontrolling Interests assumed in two consolidated partially owned properties, one funded using cash of $2.1 million and the other funded through the issuance of 32,061 OP Units valued at $0.8 million. In conjunction with these transactions, the Operating Partnership reduced paid in capital (included in general partner’s capital) by $1.5 million and Noncontrolling Interests — Partially Owned Properties by $11.7 million.
          During the year ended December 31, 2008, the Operating Partnership acquired all of its partners’ interests in one consolidated partially owned property consisting of 144 apartment units for $5.9 million and three consolidated partially owned land parcels for $1.6 million. In addition, the Operating Partnership made an additional payment of $1.3 million related to an April 2006 acquisition of a partner’s interest in a now wholly owned property, partially funded through the issuance of 19,017 OP Units valued at $0.8 million.Archstone.
4. Real Estate
4.Real Estate and Lease Intangibles
The following table summarizes the carrying amounts for the Operating Partnership’sCompany’s investment in real estate (at cost) as of December 31, 20102013 and 20092012 (amounts in thousands):
         
  2010  2009 
Land $4,110,275  $3,650,324 
Depreciable property:        
Buildings and improvements  13,995,121   12,781,543 
Furniture, fixtures and equipment  1,231,391   1,111,978 
Projects under development:        
Land  28,260   106,716 
Construction-in-progress  102,077   562,263 
Land held for development:        
Land  198,465   181,430 
Construction-in-progress  36,782   70,890 
       
Investment in real estate  19,702,371   18,465,144 
Accumulated depreciation  (4,337,357)  (3,877,564)
       
Investment in real estate, net $15,365,014  $14,587,580 
       


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  2013 2012
Land $6,192,512
 $4,554,912
Depreciable property:  
  
Buildings and improvements 17,509,609
 14,135,740
Furniture, fixtures and equipment 1,214,220
 1,343,765
In-Place lease intangibles 502,218
 232,439
Projects under development:  
  
Land 353,574
 210,632
Construction-in-progress 635,293
 177,118
Land held for development:  
  
Land 341,389
 294,868
Construction-in-progress 52,133
 58,955
Investment in real estate 26,800,948
 21,008,429
Accumulated depreciation (4,807,709) (4,912,221)
Investment in real estate, net $21,993,239
 $16,096,208

The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of December 31, 2013 (amounts in thousands):
Description Balance Sheet Location Value
Assets    
Ground lease intangibles – below market Other Assets $178,251
Retail lease intangibles – above market Other Assets 1,260
Lease intangible assets   179,511
Accumulated amortization   (4,364)
Lease intangible assets, net   $175,147
     
Liabilities    
Ground lease intangibles – above market Other Liabilities $2,400
Retail lease intangibles – below market Other Liabilities 5,500
Lease intangible liabilities   7,900
Accumulated amortization   (1,161)
Lease intangible liabilities, net   $6,739

During the year ended December 31, 2010,2013, the Company amortized approximately $3.6 million of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $2.7 million of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income.

The weighted average amortization period for above and below market ground lease intangibles and retail lease intangibles is 49.8 years and 2.8 years, respectively.

The following table provides a summary of the aggregate amortization expense for above and below market ground lease intangibles and retail lease intangibles for each of the next five years (amounts in thousands):
  2014 2015 2016 2017 2018
           
Ground lease intangibles $4,321
 $4,321
 $4,321
 $4,321
 $4,321
Retail lease intangibles (1,010) (1,016) (908) (540) (71)
Total $3,311
 $3,305
 $3,413
 $3,781
 $4,250

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Archstone Acquisition
On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of their respective subsidiaries completed their previously announced acquisition (the “Archstone Acquisition” or the "Archstone Transaction") from Archstone Enterprise LP (“Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings, Inc. (“Lehman”) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the “Archstone Portfolio”).

The Company acquired assets representing approximately 60% of the Archstone Portfolio which consisted principally of high-quality apartment properties in major markets in the United States. The acquisition allowed the Company to accelerate the completion of its strategic shift into coastal apartment markets. Pursuant to the Archstone Transaction, the Company acquired directly or indirectly, 71 wholly owned, stabilized properties consisting of 20,160 apartment units, one partially owned and consolidated stabilized property consisting of 432 apartment units, one partially owned and unconsolidated stabilized property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853 apartment units, four projects in various stages of construction (two consolidated and two unconsolidated) for 964 apartment units and fourteen land sites for approximately $9.0 billion. During the year ended December 31, 2013, the Company recorded revenues and net operating income ("NOI") of $514.7 million and $352.8 million, respectively, from the acquired assets.

The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR common shares of $55.99 per share) issued to the seller and the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. The cash consideration was funded with proceeds from the November 2012 public equity offering, the asset sales discussed below, the Company's new $750.0 million senior unsecured delayed draw term loan facility and the Company's revolving credit facility.

The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases that expire beginning in 2042 and running through 2103 for nine of the operating properties acquired and discussed above. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases. The Company also leases the three master-leased properties discussed above to third party operators and earns monthly net rental income.

The Company is accounting for the acquisition under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations (“ASC 805”), and the initial accounting for this business combination is substantially complete but subject to further adjustment as certain information becomes available (see further discussion below). The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):

   
Land $2,239,000
Depreciable property:  
Buildings and improvements 5,805,467
Furniture, fixtures and equipment 61,470
In-Place lease intangibles 304,830
Projects under development 36,583
Land held for development 244,097
Investments in unconsolidated entities 196,615
Other assets 195,260
Other liabilities (112,107)
Net assets acquired $8,971,215

The allocation of fair values of the assets acquired and liabilities assumed has changed from the allocation reported in “Note 4 – Real Estate and Lease Intangibles” in the Notes to Consolidated Financial Statements included in Part I of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the SEC on November 7, 2013. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities. None of these changes

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had a material impact on our Consolidated Financial Statements. This allocation is subject to further adjustment due primarily to information not readily available at the acquisition date, final purchase price settlement with our partner in accordance with the terms of the purchase agreement, reclassification adjustments for presentation and adjustments to our valuation assumptions. The Company's assessment of the fair values and the allocation of the purchase price to the identified tangible and intangible assets/liabilities is its current best estimate of fair value.

The fair values of investment in real estate were determined using internally developed models that were based on market assumptions and comparable sales data as well as external valuations performed by unrelated third parties. The market assumptions used as inputs to the Company’s fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields. The Company uses data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs (Level 2 and 3). The fair value of Noncontrolling Interests was calculated similar to the investment in real estate described above. The fair value of mortgage debt was calculated using indicative rates, leverage and coverage provided by lenders of similar loans (Level 2). The Common Shares issued to an affiliate of Lehman Brothers Holdings, Inc. were valued using the quoted market price of Common Shares (Level 1).

The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):
Description Balance Sheet Location Fair Value
Ground lease intangibles – below market Other Assets $178,251
Retail lease intangibles – above market Other Assets 1,260
     
Ground lease intangibles – above market Other Liabilities 2,400
Retail lease intangibles – below market Other Liabilities 8,040

As of December 31, 2013, the Company has incurred Archstone-related expenses of approximately $94.7 million, of which approximately $13.5 million of this total was financing-related and approximately $81.2 million was merger costs. During the years ended December 31, 2013, 2012 and 2011, the Company expensed $19.9 million, $5.6 million and $1.7 million, respectively, of direct merger costs primarily related to investment banking and legal/accounting fees, which were included in merger expenses in the accompanying consolidated statements of operations and comprehensive income. During the year ended December 31, 2013, the Company also expensed $54.0 million of indirect merger costs related to severance obligations and retention bonuses through our 60% interest in an unconsolidated joint venture with AVB, which were included in (loss) from investments in unconsolidated entities due to merger expenses in the accompanying consolidated statements of operations and comprehensive income. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company expensed $2.5 million, $8.4 million and $2.6 million, respectively, of financing-related costs, which were included in interest expense in the accompanying consolidated statements of operations and comprehensive income.

Unaudited Pro Forma Financial Information

Equity Residential

The following table illustrates the effect on net income, earnings per share – basic and earnings per share – diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012:


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  Year Ended December 31,
  2013 2012
  (Amounts in thousands, except per share amounts)
Total revenues $2,485,438
 $2,317,699
Income (loss) from continuing operations (1) 203,286
 (54,940)
Discontinued operations, net 2,074,072
 720,361
Net income 2,277,358
 665,421
Net income available to Common Shares 2,183,756
 622,424
Earnings per share - basic:    
Net income available to Common Shares $6.07
 $1.74
Weighted average Common Shares outstanding (2) 359,688
 356,984
Earnings per share - diluted (1):    
Net income available to Common Shares $6.05
 $1.74
Weighted average Common Shares outstanding (2) 375,861
 356,984

(1)Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a pro forma loss from continuing operations for the year ended December 31, 2012.
(2)Includes an adjustment for Common Shares issued to the public in December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.

ERP Operating Limited Partnership

The following table illustrates the effect on net income, earnings per Unit – basic and earnings per Unit – diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012:

  Year Ended December 31,
  2013 2012
  (Amounts in thousands, except per Unit amounts)
Total revenues $2,485,438
 $2,317,699
Income (loss) from continuing operations (1) 203,286
 (54,940)
Discontinued operations, net 2,074,072
 720,361
Net income 2,277,358
 665,421
Net income available to Units 2,273,798
 651,548
Earnings per Unit - basic:    
Net income available to Units $6.07
 $1.74
Weighted average Units outstanding (2) 373,421
 370,837
Earnings per Unit - diluted (1):    
Net income available to Units $6.05
 $1.74
Weighted average Units outstanding (2) 375,861
 370,837

(1)Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a pro forma loss from continuing operations for the year ended December 31, 2012.
(2)Includes an adjustment for Common Shares issued to the public in December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.

For the years ended December 31, 2013 and 2012, acquisition costs of $19.9 million and $5.6 million, respectively, and severance/retention and other costs of $54.1 million and none, respectively, related to the Archstone Acquisition are not expected

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to have a continuing impact on the Company's financial results and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies or lower borrowing costs that the Company has or may achieve as a result of the acquisition or any strategies that management has or may consider in order to more efficiently manage the Company's operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions (excluding the equity offering in December 2012 which proceeds were used for the Archstone Acquisition) that the Company completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the Archstone Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

Other

In addition to the Archstone Acquisition described above, during the year ended December 31, 2013, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

F-22

             
          Purchase 
  Properties  Apartment Units  Price 
Rental Properties  16   4,445  $1,485,701 
Land Parcels (six)  —   —   68,869 
          
Total  16   4,445  $1,554,570 
          
          In addition to the properties discussed above, the Operating Partnership acquired the 75% equity interest it did not own in seven previously unconsolidated properties containing 1,811 apartment units with a real estate value of $105.1 million.
  Properties Apartment Units Purchase Price
Rental Properties – Consolidated 1
 322
 $91,500
Land Parcel (one) —
 —
 16,500
Total 1
 322
 $108,000

During the year ended December 31, 2009,2012, the Operating PartnershipCompany acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):
             
          Purchase 
  Properties  Apartment Units  Price 
Rental Properties  2   566  $145,036 
Land Parcel (one)  —   —   11,500 
          
Total  2   566  $156,536 
          
          The Operating Partnership also acquired the 75% equity interest in one previously unconsolidated property it did not already own consisting of 250 apartment units for a gross sales price of $18.5 million from its institutional joint venture partner.
  Properties Apartment Units Purchase Price
Rental Properties – Consolidated 9
 1,896
 $906,305
Land Parcel (six) —
 —
 141,240
Total 9
 1,896
 $1,047,545

During the year ended December 31, 2010,2013, the Operating PartnershipCompany disposed of the following to unaffiliated parties (sales price in thousands):
             
  Properties  Apartment Units  Sales Price 
Rental Properties:            
Consolidated  35   7,171  $718,352 
Unconsolidated (1)  27   6,275   417,779 
Land Parcel (one)  —   —   4,000 
Condominium Conversion Properties  1   2   360 
          
Total  63   13,448  $1,140,491 
          

(1)The Operating Partnership owned a 25% interest in these unconsolidated rental properties. Sales price listed is the gross sales price.
  Properties Apartment Units Sales Price
Consolidated:      
Rental Properties 94
 29,180
 $4,459,339
Land Parcels (seven) —
 —
 99,650
Other (1) —
 —
 30,734
Unconsolidated:      
Land Parcel (one) (2) —
 —
 26,350
Total 94
 29,180
 $4,616,073

(1) Represents a 97,000 square foot commercial building adjacent to our Harbor Steps apartment property in downtown Seattle that was acquired in 2011.
(2) Sales price listed is the gross sales price. EQR's share of the net sales proceeds approximated 25%.

The Operating PartnershipCompany recognized a net gain on sales of discontinued operations of approximately $298.0 million,$2.0 billion and a net gain on sales of unconsolidated entities of approximately $28.1 million and a net loss on sales of land parcels of approximately $1.4$12.2 million on the above sales.

During the year ended December 31, 2009,2012, the Operating PartnershipCompany disposed of the following to unaffiliated parties (sales price in thousands):
             
  Properties  Apartment Units  Sales Price 
Rental Properties:            
Consolidated  54   11,055  $905,219 
Unconsolidated (1)  6   1,434   96,018 
Condominium Conversion Properties  1   62   12,021 
          
Total  61   12,551  $1,013,258 
          
(1)The Operating Partnership owned a 25% interest in these unconsolidated rental properties. Sales price listed is the gross sales price. The Operating Partnership’s buyout of its partner’s interest in one previously unconsolidated property is not included in the above totals.

F-23

  Properties Apartment Units Sales Price
Rental Properties – Consolidated 35
 9,012
 $1,061,334
Total 35
 9,012
 $1,061,334


The Operating PartnershipCompany recognized a net gain on sales of discontinued operations of approximately $335.3$548.3 million and a net gain on sales of unconsolidated entities of approximately $10.7 million on the above sales.

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5. Commitments to Acquire/Dispose of Real Estate


5.Commitments to Acquire/Dispose of Real Estate
In addition to the propertiesproperty that werewas subsequently acquired as discussed in Note 20,18, the Operating Partnership hadCompany has entered into a separate agreementsagreement to acquire the following (purchase price in thousands):
             
  Properties  Apartment Units  Purchase Price 
Rental Properties  2   683  $125,250 
          
Total  2   683  $125,250 
          
          In addition to the properties that were subsequently disposed of as discussed in Note 20, the Operating Partnership had
 Properties Apartment Units Purchase Price
Land Parcel (one)—
 —
 $10,290
Total—
 —
 $10,290
The Company has entered into a separate agreementsagreement to dispose of the following (sales price in thousands):
             
  Properties  Apartment Units  Sales Price 
Rental Properties  15   4,152  $378,650 
          
Total  15   4,152  $378,650 
          
        
 Properties Apartment Units Purchase Price
Land Parcel (one)—
 —
 $40,300
Total—
 —
 $40,300

The closings of these pending transactions are subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs.
6. Investments in Partially Owned Entities
6.Investments in Partially Owned Entities
The Operating PartnershipCompany has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Operating Partnership’sCompany’s investments in partially owned entities as of December 31, 20102013 (amounts in thousands except for project and apartment unit amounts):

F-24



                     
  Consolidated 
  Development Projects (VIEs)       
  Held for  Completed,  Completed       
  and/or Under  Not  and       
  Development  Stabilized (4)  Stabilized  Other  Total 
Total projects (1)  —   1   4   19   24 
                
                     
Total apartment units (1)  —   490   1,302   3,440   5,232 
                
                     
Balance sheet information at 12/31/10 (at 100%):                    
ASSETS                    
Investment in real estate $44,006  $257,747  $390,465  $438,329  $1,130,547 
Accumulated depreciation  —   —   (18,471)  (124,347)  (142,818)
                
Investment in real estate, net  44,006   257,747   371,994   313,982   987,729 
Cash and cash equivalents  877   1,288   7,384   11,581   21,130 
Deposits — restricted  1,115   922   3,205   8   5,250 
Escrow deposits — mortgage  —   —   222   2,321   2,543 
Deferred financing costs, net  —   2,800   412   505   3,717 
Other assets  339   268   308   143   1,058 
                
Total assets $46,337  $263,025  $383,525  $328,540  $1,021,427 
                
                     
LIABILITIES AND CAPITAL                    
Mortgage notes payable $18,342  $141,741  $275,348  $314,535  $749,966 
Accounts payable & accrued expenses  346   2,215   1,070   1,259   4,890 
Accrued interest payable  1,294   521   605   1,531   3,951 
Other liabilities  1,617   1,568   910   1,001   5,096 
Security deposits  —   1,021   955   1,392   3,368 
                
Total liabilities  21,599   147,066   278,888   319,718   767,271 
                
                     
Noncontrolling Interests — Partially Owned Properties  3,418   5,025   4,278   (4,730)  7,991 
Accumulated other comprehensive (loss)  —   (1,322)  —   —   (1,322)
General and Limited Partners’ Capital  21,320   112,256   100,359   13,552   247,487 
                
Total capital  24,738   115,959   104,637   8,822   254,156 
                
Total liabilities and capital $46,337  $263,025  $383,525  $328,540  $1,021,427 
                
                     
Debt — Secured (2):                    
EQR Ownership (3) $18,342  $141,741  $275,348  $252,857  $688,288 
Noncontrolling Ownership  —   —   —   61,678   61,678 
                
Total (at 100%) $18,342  $141,741  $275,348  $314,535  $749,966 
                
F-39

F-25

                     
  Consolidated 
  Development Projects (VIEs)       
  Held for             
  and/or Under  Completed,  Completed       
  Development  Not Stabilized (4)  and Stabilized  Other  Total 
Operating information for the year ended 12/31/10 (at 100%):                    
Operating revenue $4  $6,344  $25,607  $55,928  $87,883 
Operating expenses  758   3,458   9,370   19,906   33,492 
                
                     
Net operating (loss) income  (754)  2,886   16,237   36,022   54,391 
Depreciation  —   —   12,239   14,882   27,121 
General and administrative/other  51   —   127   92   270 
Impairment  8,959   —   —   —   8,959 
                
                     
Operating (loss) income  (9,764)  2,886   3,871   21,048   18,041 
Interest and other income  23   —   10   30   63 
Other expenses  (493)  —   —   (548)  (1,041)
Interest:                    
Expense incurred, net  (925)  (2,872)  (6,596)  (20,576)  (30,969)
Amortization of deferred financing costs  —   —   (753)  (238)  (991)
                
                     
(Loss) income before income and other taxes and discontinued operations  (11,159)  14   (3,468)  (284)  (14,897)
Income and other tax (expense) benefit  (31)  —   —   (5)  (36)
Net loss on sales of land parcels  (234)  —   —   —   (234)
Net gain on sales of discontinued operations  711   —   —   34,842   35,553 
                
                     
Net (loss) income $(10,713) $14  $(3,468) $34,553  $20,386 
                
Table of Contents


 Consolidated Unconsolidated
 Development Projects     Development Projects    
 Held for
and/or Under
Development		 Operating Total Held for
and/or Under
Development		 Completed, Not Stabilized (3) Operating Total
              
Total projects (1)—
 19
 19
 —
 3
 1
 4
              
Total apartment units (1)—
 3,752
 3,752
 —
 1,333
 336
 1,669
              
Balance sheet information at 12/31/13 (at 100%):             
ASSETS             
Investment in real estate$342,222
 $673,957
 $1,016,179
 $45,123
 $284,264
 $55,545
 $384,932
Accumulated depreciation—
 (172,802) (172,802) —
 (1,887) (4,605) (6,492)
Investment in real estate, net342,222
 501,155
 843,377
 45,123
 282,377
 50,940
 378,440
Cash and cash equivalents4,704
 22,792
 27,496
 262
 1,505
 1,377
 3,144
Investments in unconsolidated entities—
 54,439
 54,439
 —
 —
 —
 —
Deposits – restricted43,654
 220
 43,874
 —
 95
 47
 142
Deferred financing costs, net—
 2,496
 2,496
 77
 129
 4
 210
Other assets5,841
 26,899
 32,740
 —
 355
 871
 1,226
       Total assets$396,421
 $608,001
 $1,004,422
 $45,462
 $284,461
 $53,239
 $383,162
              
LIABILITIES AND EQUITY/CAPITAL             
Mortgage notes payable (2)$—
 $360,130
 $360,130
 $11,379
 $172,279
 $30,550
 $214,208
Accounts payable & accrued expenses21,569
 1,113
 22,682
 4,433
 3,844
 164
 8,441
Accrued interest payable—
 1,283
 1,283
 23
 693
 —
 716
Other liabilities1,157
 1,487
 2,644
 339
 572
 768
 1,679
Security deposits10
 1,828
 1,838
 —
 222
 105
 327
       Total liabilities22,736
 365,841
 388,577
 16,174
 177,610
 31,587
 225,371
              
Noncontrolling Interests – Partially Owned
Properties/Partners' equity		114,245
 12,338
 126,583
 27,858
 73,902
 20,450
 122,210
Company equity/General and Limited
Partners' Capital		259,440
 229,822
 489,262
 1,430
 32,949
 1,202
 35,581
       Total equity/capital373,685
 242,160
 615,845
 29,288
 106,851
 21,652
 157,791
       Total liabilities and equity/capital$396,421
 $608,001
 $1,004,422
 $45,462
 $284,461
 $53,239
 $383,162



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Table of Contents


 Consolidated Unconsolidated
 Development Projects     Development Projects    
 Held for
and/or Under
Development		     Held for
and/or Under
Development		   Operating  
       Completed, Not Stabilized (3)   
  Operating Total    Total
Operating information for the year ended 12/31/13 (at 100%):             
Operating revenue$231
 $80,968
 $81,199
 $—
 $6,629
 $4,597
 $11,226
Operating expenses741
 24,888
 25,629
 135
 3,554
 1,949
 5,638
              
Net operating (loss) income(510) 56,080
 55,570
 (135) 3,075
 2,648
 5,588
Depreciation—
 31,824
 31,824
 —
 1,887
 4,605
 6,492
General and administrative/other882
 93
 975
 —
 53
 201
 254
              
Operating (loss) income(1,392) 24,163
 22,771
 (135) 1,135
 (2,158) (1,158)
Interest and other income2
 3
 5
 —
 —
 10
 10
Other expenses(503) (5) (508) —
 —
 —
 —
Interest:             
Expense incurred, net(2) (14,561) (14,563) —
 (1,886) (941) (2,827)
Amortization of deferred financing costs—
 (301) (301) —
 —
 (1) (1)
              
(Loss) income before income and other taxes, (loss)
from investments in unconsolidated entities, net
(loss) gain on sales of land parcels and
discontinued operations		(1,895) 9,299
 7,404
 (135) (751) (3,090) (3,976)
Income and other tax (expense) benefit(11) (56) (67) —
 —
 —
 —
(Loss) from investments in unconsolidated entities
—
 (1,387) (1,387) —
 —
 —
 —
Net (loss) on sales of land parcels(17) —
 (17) —
 —
 —
 —
Net gain on sales of discontinued operations—
 26,673
 26,673
 —
 —
 —
 —
              
Net (loss) income$(1,923) $34,529
 $32,606
 $(135) $(751) $(3,090) $(3,976)

(1) 
(1)
Project and apartment unit counts exclude all uncompleted development projects until those projects are substantially completed.
(2)
All debt is non-recourse to the Operating PartnershipCompany with the exception of $14.050% of the current $11.4 million in mortgageoutstanding debt balance on one unconsolidated development project.
(3)
Represents the Operating Partnership’s current economic ownership interest.
(4) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.

Note:
The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone Transaction. These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests have an aggregate liquidation value of $89.0 million at December 31, 2013. The ventures are owned 60% by the Company and 40% by AVB.

During the year ended December 31, 2010,2012, the Operating Partnership acquired the 75% equity interest it did not own in seven previously unconsolidatedCompany and its joint venture partner sold two consolidated partially owned properties containing 1,811consisting of 441 apartment units in exchange for an approximate $30.0 million payment to its partner. In addition,and recognized a net gain on the Operating Partnership repaid the net $70.0 million mortgage loan, which was to mature on May 1, 2010, concurrent with closing using proceeds drawn from the Operating Partnership’s linesales of credit. approximately $21.3 million.

The Operating Partnership also sold its 25% equity interest in the remaining 24 unconsolidated properties containing 5,635 apartment units in exchange for an approximate $25.4 million payment from its partner and the related $264.8 million in non-recourse mortgage debt was extinguished by the partner at closing.
     On December 29, 2010, the Operating Partnership admitted an 80% institutional partner to an entity owning a developable land parcel in Florida in exchange for $11.7 million in cash and retained a 20% equity interest. This land parcel is now unconsolidated. Total project cost is approximately $76.1 million and construction is expected to start in the first quarter of 2011. The Operating Partnership is responsible for constructing the project and has given certain construction cost overun guarantees.
     The Operating PartnershipCompany is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $8.0$126.6 million at December 31, 2010.2013. The Operating PartnershipCompany has identified itsone development partnershipspartnership, consisting of a land parcel with a book value of $5.0 million, as VIEs as the Operating Partnership provides substantially all of the capital for these ventures (other than third party mortgage debt, if any) despite the fact that each partner legally owns 50% of each venture.a VIE. The Operating Partnership is the primary beneficiary as it exerts the most significant power over the ventures, absorbs the majority of the expected losses and has the right to receive a majority of the expected residual returns. The assets net of liabilities of the Operating Partnership’s VIEs are restricted in their use to the specific VIE to which they relate and are not available for general corporate use. The Operating PartnershipCompany does not have any unconsolidated VIEs.

F-26


Archstone Acquisition

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired interests in several joint ventures. Details of these interests follow by project:

Park Aire (formerly known as Enclave at Wellington) – This venture is currently developing certain land parcels into a 268 unit apartment building located in Wellington, Florida. The Company has a 95% equity interest with an initial basis of $26.2 million. Total project costs are expected to be approximately $50.0 million. The Company is the managing member, is responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

7. Deposits — RestrictedF-41
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East Palmetto Park – This venture was formed to ultimately develop certain land parcels into a 377 unit apartment building located in Boca Raton, Florida. The Company has a 90% equity interest with an initial basis of $20.2 million. The Company is the managing member, is responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

Wisconsin Place – This project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The Company has a 75% equity interest with an initial basis of $198.5 million in the 432 unit residential component. The Company is the managing member, was responsible for constructing the residential project and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component of this mixed-use site is required to be consolidated on the Company's balance sheet. Such entity also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. The initial fair value of this investment is $56.5 million. The Company does not have any ownership interest in the retail and office components.

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $56.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loanhas a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.6 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Parkside at Emeryville – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $11.4 million; the loan bears interest at LIBOR plus 2.25% and matures August 14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees. The partner is the managing member and is developing the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings, and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $113.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At December 31, 2013, the remaining preferred interests have an aggregate liquidation value of $89.0 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.



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Other

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of December 31, 2013, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $292.6 million, of which Toll Brothers' noncontrolling interest balance totaled $111.7 million.

The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These projects are now unconsolidated. Details of these projects follow:

Nexus Sawgrass – This development project was substantially completed as of September 30, 2013. Total project costs are expected to be approximately $80.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $47.6 million; the loan bears interest at 5.60% and matures January 1, 2021.
Domain – This development project was substantially completed as of December 31, 2013. Total project costs are expected to be approximately $154.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $91.6 million; the loan bears interest at 5.75% and matures January 1, 2022.

While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Company currently has no further funding obligations related to these projects.

7.
Deposits –Restricted
The following table presents the Operating Partnership’sCompany’s restricted deposits as of December 31, 20102013 and 20092012 (amounts in thousands):
         
  December 31,  December 31, 
  2010  2009 
Tax—deferred (1031) exchange proceeds $103,887  $244,257 
Earnest money on pending acquisitions  9,264   6,000 
Restricted deposits on debt (1)  18,966   49,565 
Resident security and utility deposits  40,745   39,361 
Other  8,125   12,825 
       
         
Totals $180,987  $352,008 
       
         

  December 31, 2013 December 31, 2012
Tax – deferred (1031) exchange proceeds $—
 $152,182
Earnest money on pending acquisitions 4,514
 5,613
Restricted deposits on real estate investments 53,771
 44,209
Resident security and utility deposits 44,777
 44,199
Other 505
 4,239
Totals $103,567
 $250,442

(1) 
8.Primarily represents amounts held in escrow by the lender and released as draw requests are made on fully funded development mortgage loans.Debt

8. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnership’s $750.0 million senior unsecured delayed draw term loan facility and also guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

Mortgage Notes Payable

As of December 31, 2010,2013, the Operating PartnershipCompany had outstanding mortgage debt of approximately $4.8$5.2 billion.

During the year ended December 31, 2010,2013, the Operating Partnership:Company:


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•
▪Assumed as part of the Archstone Transaction $2.2 billion of mortgage debt held in two Fannie Mae loan pools, consisting of $1.2 billion collateralized by 16 properties with an interest rate of 6.256% and a maturity date of November 1, 2017 ("Pool 3") and $963.5 million collateralized by 15 properties with an interest rate of 5.883% and a maturity date of November 1, 2014 ("Pool 4");
▪Repaid $652.1$2.5 billion of mortgage loans, which includes the partial paydown of $825.0 million of Pool 3 mortgage loans;debt and the payoff of $963.5 million of Pool 4 mortgage debt;
▪Assumed as part of the Archstone Transaction $346.6 million of tax-exempt bonds on four properties with interest rates ranging from SIFMA plus 0.860% to SIFMA plus 1.402% and maturity dates through November 15, 2036;
▪•Assumed as part of the Archstone Transaction $339.0 million of other mortgage debt on three properties with fixed interest rates ranging from 0.100% to 5.240% and maturity dates through May 1, 2061;
▪Assumed as part of the Archstone Transaction $34.1 million of other mortgage debt on one property with a variable rate of LIBOR plus 1.75% and a maturity date of September 1, 2014;
▪Recorded $127.9 million of net mark-to-market premiums on the mortgage debt described in the bullets above; and
▪Obtained $173.6$902.9 million of new mortgage loan proceeds;
•Assumed $359.1proceeds, inclusive of an $800.0 million secured loan from a large insurance company which matures on November 10, 2023, is interest only and carries a fixed interest rate of mortgage debt on seven acquired properties;
•Was released from $40.0 million of mortgage debt assumed by the purchaser on two disposed properties; and
•Assumed $112.6 million of mortgage debt on seven previously unconsolidated properties and repaid the net $70.0 million mortgage loan (net of $42.6 million of cash collateral held by the lender) concurrent with closing using proceeds drawn from the Operating Partnership’s line of credit.4.21%.

The Operating PartnershipCompany recorded approximately $2.5$222.4 million and $1.0$7.4 million of prepayment penalties and write-offs of unamortized deferred financing costs, respectively, during the year ended December 31, 20102013 as additional interest expense related to debt extinguishment of mortgages. The Company also recorded $110.5 million of write-offs of net unamortized premiums during the year ended December 31, 2013 as a reduction of interest expense related to debt extinguishment of mortgages.

As of December 31, 2010,2013, the Operating PartnershipCompany had $543.4$700.5 million of secured debt subject to third party credit enhancement.

As of December 31, 2010,2013, scheduled maturities for the Operating Partnership’sCompany’s outstanding mortgage indebtedness were at various dates through SeptemberMay 1, 2048.2061. At December 31, 2010,2013, the interest rate range on the Operating Partnership’sCompany’s mortgage debt was 0.21%0.03% to 11.25%7.25%. During the year ended December 31, 2010,2013, the weighted average interest rate on the Operating Partnership’sCompany’s mortgage debt was 4.79%4.23% (excludes $113.6 million of write-offs of unamortized premiums related to debt extinguishment of mortgages).

The historical cost, net of accumulated depreciation, of encumbered properties was $5.6$7.3 billion and $5.8$4.4 billion at December 31, 20102013 and 2009,2012, respectively.
     Aggregate payments of principal on mortgage notes payable for each of the next five years and thereafter are as follows (amounts in thousands):
      
Year  Total 
2011  $597,100 
2012   342,088 
2013   171,138 
2014   86,041 
2015   59,013 
Thereafter   3,507,516 
     
Total  $4,762,896 
     
As of December 31, 2009,2012, the Operating PartnershipCompany had outstanding mortgage debt of approximately $4.8 billion.$3.9 billion.

F-27

During the year ended December 31, 2009,2012, the Operating Partnership:Company:
•
▪
Repaid $956.8$364.3 million of mortgage loans;
▪•
Obtained $500.0$26.5 million of mortgage loan proceeds through the issuance of an 11-year cross-collateralized loan with an all-in fixed interest rate for 10 years at approximately 5.6% secured by 13 properties;
•Obtained $40.0 million of new mortgage loans to accommodate the delayed sale of two properties that closed in January 2010;loan proceeds; and
▪•Obtained $198.8
Assumed $137.6 million of new mortgage loans on development properties;
•Recognized a gain on early debt extinguishment of $2.4 million and wrote-off approximately $1.1 million of unamortized deferred financing costs; and
•Was released from $17.3 million of mortgage debt assumed by the purchaser on two disposed acquired properties.
The Company recorded approximately $0.3 million and $1.6 million of prepayment penalties and write-offs of unamortized deferred financing costs, respectively, during the year ended December 31, 2012 as additional interest expense related to debt extinguishment of mortgages.
As of December 31, 2009,2012, the Company had $362.2 million of secured debt subject to third party credit enhancement.
As of December 31, 2012, scheduled maturities for the Operating Partnership’sCompany’s outstanding mortgage indebtedness were at various dates through September 1, 2048.June 15, 2051. At December 31, 2009,2012, the interest rate range on the Operating Partnership’sCompany’s mortgage debt was 0.20%0.11% to 12.465%11.25%. During the year ended December 31, 2009,2012, the weighted average interest rate on the Operating Partnership’sCompany’s mortgage debt was 4.89%4.96%.
9. Notes
Notes
The following tables summarize the Operating Partnership’sCompany’s unsecured note balances and certain interest rate and maturity date information as of and for the years ended December 31, 20102013 and 2009,2012, respectively:
           
  Net  Interest Weighted Maturity
December 31, 2010 Principal  Rate Average Date
(Amounts are in thousands) Balance  Ranges Interest Rate Ranges
Fixed Rate Public/Private Notes (1) $4,375,860  3.85% - 7.57% 5.78% 2011 - 2026
Floating Rate Public/Private Notes (1)  809,320  (1) 1.72% 2011 - 2013
          
           
Totals $5,185,180       
          
           
  Net  Interest Weighted Maturity
December 31, 2009 Principal  Rate Average Date
(Amounts are in thousands) Balance  Ranges Interest Rate Ranges
Fixed Rate Public/Private Notes (1) $3,771,700  3.85% - 7.57% 5.93% 2011 - 2026
Floating Rate Public/Private Notes (1)  801,824  (1) 1.37% 2010 - 2013
Floating Rate Tax-Exempt Bonds  35,600  (2) 0.37% 2028
          
           
Totals $4,609,124       
          
December 31, 2013
 (Amounts are in thousands)
 Net Principal Balance Interest Rate Ranges Weighted Average Interest Rate Maturity Date Ranges
Fixed Rate Public/Private Notes (1) $4,727,088
 3.00% - 7.57% 5.55% 2014 - 2026
Floating Rate Public/Private Notes (1) 750,000
 (1) (2) 1.58% 2015
Totals $5,477,088
      


F-44

December 31, 2012
(Amounts are in thousands)		 Net Principal Balance Interest Rate Ranges Weighted Average Interest Rate Maturity Date Ranges
Fixed Rate Public/Private Notes (1) $4,329,352
 4.625% - 7.57% 5.70% 2013 - 2026
Floating Rate Public/Private Notes (1) 301,523
 (1) 1.83% 2013
Totals $4,630,875
      

(1)
At December 31, 2010 and 2009, $300.02012, $300.0 million in fair value interest rate swaps converts a portion of the $400.0$400.0 million face value 5.200% notes due April 1, 2013 to a floating interest rate. On April 1, 2013, the Company paid off the $400.0 million outstanding of its 5.200%  public notes at maturity and the related fair value interest rate swaps matured.
(2)The floating interest rateIncludes the Company's senior unsecured $750.0 million delayed draw term loan facility that matures on January 11, 2015 and is based onsubject to a one-year extension option exercisable by the 7-Day Securities Industry and Financial Markets Association (“SIFMA”) rate, which is the tax-exempt index equivalent of LIBOR.Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is 0.27% at December 31, 2009.dependent on the credit rating of the Company's long-term debt.
The Operating Partnership’sCompany’s unsecured public debt contains certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Operating PartnershipCompany was in compliance with its unsecured public debt covenants for both the years ended December 31, 20102013 and 2009.2012.

An unlimitedunspecified amount of equity and debt securities remains available for issuance by EQR and the Operating PartnershipERPOP under effective shelf registration statements filed with the SEC. Most recently, EQR and the Operating Partnership filed a universal shelf registration statement for an unlimited amount of equity and debt securities that automatically became automatically effective upon filing with the SEC in October 2010 (under SEC regulations enacted in 2005, the registration statement automaticallyon July 30, 2013 and expires on October 14, 2013 and does not contain a maximum issuance amount).July 30, 2016. Per the terms of ERPOP’sERPOP's partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of the Operating PartnershipERPOP 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).

During the year ended December 31, 2010,2013, the Operating Partnership:Company:
▪Repaid $400.0 million of 5.200% unsecured notes at maturity;
▪Issued $500.0 million of ten-year 3.00% fixed rate public notes, receiving net proceeds of $495.6 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 3.998%; and
▪Entered into a senior unsecured $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone Acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is dependent on the credit rating of the Company's long-term debt.
Issued $600.0 million of ten-year 4.75% fixed rate public notes in a public offering at an all-in effective interest rate of 5.09%, receiving net proceeds of $595.4 million before underwriting fees and other expenses.
During the year ended December 31, 2009,2012, the Operating Partnership:Company:

F-28

•
▪
Repaid $253.9 million of 6.625% unsecured notes at maturity;
Repurchased
▪
Repaid $222.1 million of 5.500% unsecured notes at par $105.2maturity;
▪
Repaid its $500.0 million term loan facility at maturity; and
▪
Entered into a new senior unsecured $500.0 million delayed draw term loan facility that could have been drawn anytime on or before July 4, 2012. The Company elected not to draw on this facility and subject to the terms of its 4.75% fixed rate public notes due June 15, 2009 pursuant to a cash tender offer announced on January 16, 2009 and wrote-offthe agreement, the facility expired undrawn. The Company recorded approximately $79,000$1.0 million of write-offs of unamortized deferred financing costs and approximately $46,000 of unamortized discounts on notes payable;
•Repaid the remaining $122.2 million of its 4.75% fixed rate public notes at maturity;
•Repurchased at par $185.2 million of its 6.95% fixed rate public notes due March 2, 2011 pursuant to a cash tender offer announced on January 16, 2009 and wrote-off approximately $0.4 million of unamortized deferred financing costs and approximately $1.0 million of unamortized discounts on notes payable;
•Repurchased $21.7 million of its 6.95% fixed rate public notes due March 2, 2011 at a price of 106% of par pursuant to a cash tender offer announced on December 2, 2009, recognized a loss on early debt extinguishment of $1.3 million and wrote-off approximately $0.2 million of unamortized net premiums on notes payable;
•Repurchased $146.1 million of its 6.625% fixed rate public notes due March 15, 2012 at a price of 108% of par pursuant to a cash tender offer announced on December 2, 2009, recognized a loss on early debt extinguishment of $11.7 million and wrote-off approximately $0.3 million of unamortized deferred financing costs and approximately $0.2 million of unamortized net discounts on notes payable;
•Repurchased $127.9 million of its 5.50% fixed rate public notes due October 1, 2012 at a price of 107% of par pursuant to a cash tender offer announced on December 2, 2009, recognized a loss on early debt extinguishment of $9.0 million and wrote-off approximately $0.5 million of unamortized deferred financing costs and approximately $0.4 million of unamortized discounts on notes payable;
•Repurchased $75.8 million of its 5.20% fixed rate tax-exempt notes and wrote-off approximately $0.7 million of unamortized deferred financing costs;
•Repurchased $17.5 million of its 3.85% convertible fixed rate public notes due August 15, 2026 at a price of 88.4% of par and recognized a gain on early debt extinguishment of $2.0 million and wrote-off approximately $0.1 million of unamortized deferred financing costs and approximately $0.8 million of unamortized discounts on notes payable; and
•Repurchased at par $48.5 million of its 3.85% convertible fixed rate public notes due August 15, 2026 pursuant to a cash tender offer announced on December 2, 2009 and wrote-off approximately $0.3 million of unamortized deferred financing costs and approximately $1.5 million of unamortized discounts on notes payable.termination.
In November 2012, the Company obtained a commitment for a senior unsecured bridge loan facility in an aggregate principal amount not to exceed $2.5 billion to finance the acquisition of Archstone and to pay fees and expenses relating to this transaction. The Company incurred fees totaling $10.9 million to structure this facility, of which $8.4 million was written off in 2012 in conjunction with additional capital raising activities which curtailed amounts available on this facility. On January 11, 2013, the Company terminated this $2.5 billion bridge loan facility in connection with the execution of the term loan facility discussed above and the new revolving credit facility discussed below. The Company wrote off approximately $2.5 million of unamortized deferred financing costs during the year ended December 31, 2013 as additional interest expense.
In December 2011, the Company obtained a commitment for a senior unsecured bridge loan facility in an aggregate principal amount not to exceed $1.0 billion to finance the potential acquisition of an ownership interest in Archstone. The Company paid fees of $2.6 million to structure this facility, which were recorded as deferred financing costs and amortized in 2011. On January 6, 2012, the Company terminated this $1.0 billion bridge loan facility in connection with an amendment to the Company's revolving credit facility (see below for further discussion) and the execution of the $500.0 million delayed draw term loan facility discussed above.

F-45

On October 11, 2007, the Operating PartnershipCompany closed on a $500.0$500.0 million senior unsecured term loan. Effective April 12, 2010,5, 2011, the Operating PartnershipCompany exercised the firstsecond of its two one-yearone-year extension options. Asoptions, resulting in a result, the maturity date is now of October 5, 2011 and there is one remaining one-year extension option exercisable by the Operating Partnership.2012. The Operating Partnership has the ability to increase available borrowings by an additional $250.0 million under certain circumstances.Company paid off this term loan at maturity. The loan bearsbore interest at variable rates based upon LIBOR plus a spread (currently (0.50%) dependent upon the current credit rating on the Operating Partnership’sCompany’s long-term senior unsecured debt. EQR has guaranteed the Operating Partnership’s term loan up to the maximum amount and for the full term of the loan.

On August 23, 2006, the Operating PartnershipCompany issued $650.0$650.0 million of exchangeable senior notes that were to mature on August 15, 2026.2026. The notes have a current face value of $482.5 million at December 31, 2010 and bearbore interest at a fixed rate of 3.85%. The notes arewere exchangeable into EQR Common Shares, at the option of the holders, under specific circumstances or on or after August 15, 2025, at an initial and current exchange rate of 16.3934 shares per $1,000$1,000 principal amount of notes (equivalent to an initial and current exchange price of $61.00$61.00 per share). The exchange rate is subject to adjustment in certain circumstances, including upon an increase in EQR’s dividend rate at the time of issuance. Upon an exchange of the notes,On August 18, 2011 (the "Redemption Date"), the Operating Partnership will settle any amounts upredeemed all of the outstanding notes for $482.5 million in cash, which was equal to 100% of the principal amount of such notes, plus accrued and unpaid interest up to but excluding the notes in cash and the remaining exchange value, if any, will be settled, at the Operating Partnership’s option, in cash, EQR Common Shares or a combination of both.Redemption Date. See Note 2 for more information on the change in the recognition of interest expense for the exchangeable seniorthese notes.
          On or after August 18, 2011, the Operating Partnership may redeem the notes at a redemption price equal to the principal amount of the notes plus any accrued and unpaid interest thereon. Upon notice of redemption by the Operating Partnership, the holders may elect to exercise their exchange rights. In addition, on August 18, 2011, August 15, 2016 and August 15, 2021 or following the occurrence of certain change in control transactions prior to August 18, 2011, note holders may require the Operating Partnership to repurchase the notes for an amount equal to the principal amount of the notes plus any accrued and unpaid interest thereon.
          Note holders may also require an exchange of the notes should the closing sale price of EQR Common Shares exceed 130% of the exchange price for a certain period of time or should the trading price on the notes be less than 98% of the product of the closing sales price of EQR Common Shares multiplied by the applicable exchange rate for a certain period of time.
          Aggregate payments of principal on unsecured notes payable for each of the next five years and thereafter are as follows (amounts in thousands):

F-29

       
Year   Total (1) 
2011 (2) (3)  $1,068,891 
2012    474,221 
2013    407,849 
2014    498,576 
2015    298,700 
Thereafter    2,436,943 
      
Total   $5,185,180 
      
(1)Principal payments on unsecured notes include amortization of any discounts or premiums related to the notes. Premiums and discounts are amortized over the life of the unsecured notes.
(2)Includes the Operating Partnership’s $500.0 million term loan facility, which originally matured on October 5, 2010. Effective April 12, 2010, the Operating Partnership exercised the first of its two one-year extension options. As a result, the maturity date is now October 5, 2011 and there is one remaining one-year extension option exercisable by the Operating Partnership.
(3)Includes $482.5 million face value of 3.85% convertible unsecured debt with a final maturity of 2026.
10. Lines of Credit
          The Operating Partnership has
On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $1.425$2.5 billion (net of $75.0 million which had been committed by a now bankrupt financial institution and is not available for borrowing) unsecured revolving credit facility maturing on February 28, 2012, withApril 1, 2018. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. AdvancesThe interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt.

In July 2011, the Company replaced its then existing unsecured revolving credit facility with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The Company had the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. On January 6, 2012, the Company amended this credit facility to increase available borrowings by an additional $500.0 million to $1.75 billion with all other terms, including the July 13, 2014 maturity date, remaining the same. The interest rate on advances under the credit facility bear interest at variable rates based uponwas generally LIBOR at various interest periods plus a spread (currently 0.50%(1.15%) and the Company paid an annual facility fee of 0.2%. Both the spread and the facility fee were dependent uponon the Operating Partnership’s credit rating or based on bids received fromof the lending group. EQR has guaranteedCompany's long-term debt. The facility had replaced the Operating Partnership’s creditCompany's previous $1.425 billion facility upwhich was scheduled to mature in February 2012. The Company wrote-off $0.2 million in unamortized deferred financing costs related to the maximum amount and for the full term of theold facility.

As of December 31, 2010,2013, the amount available on the credit facility was $1.28$2.35 billion (net of $147.3$34.9 million which was restricted/dedicated to support letters of credit and net of $115.0 million outstanding). During the $75.0year ended December 31, 2013, the weighted average interest rate was 1.26%. As of December 31, 2012, the amount available on the credit facility was $1.72 billion (net of $30.2 million discussed above)which was restricted/dedicated to support letters of credit) and there was no amount outstanding. During the year ended December 31, 2010,2012, the weighted average interest rate was 0.66%1.35%. As of December 31, 2009, the amount available on the credit facility was $1.37 billion (net of $56.7 million which was restricted/dedicated to support letters of credit and net

Other

The following table provides a summary of the $75.0 million discussed above). The Operating Partnership did not drawaggregate payments of principal on all debt for each of the next five years and had no balance outstanding on its revolving credit facility at any time during the year ended December 31, 2009.thereafter (amounts in thousands):
11. Derivative and Other Fair Value Instruments
Year Total (1)
2014 $561,084
2015 1,170,448
2016 1,193,251
2017 1,347,191
2018—
297,016
Thereafter 6,209,697
Net Unamortized (Discount) (12,433)
Total $10,766,254

(1)Premiums and discounts are amortized over the life of the debt.


9.Derivative and Other Fair Value Instruments

F-46

The valuation of financial instruments requires the Operating PartnershipCompany to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership,Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Operating PartnershipCompany bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.
The carrying values of the Operating Partnership’sCompany’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.2 billion and $5.6 billion, respectively, at December 31, 2013. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $5.9 billion (Level 2), respectively, at December 31, 2013. The carrying values of the Company’s mortgage notes payable and unsecured notes were approximately $4.8$3.9 billion and $5.2$4.6 billion, respectively, at December 31, 2010.2012. The fair values of the Operating Partnership’sCompany’s mortgage notes payable and unsecured notes were approximately $4.7$4.3 billion (Level 2) and $5.5$5.2 billion (Level 2), respectively, at December 31, 2010. The carrying values of the Operating Partnership’s mortgage notes payable and unsecured notes were approximately $4.8 billion and $4.6 billion, respectively, at December 31, 2009.2012. The fair values of the Operating Partnership’s mortgage notes payable and unsecured notes were approximately $4.6 billion and $4.7 billion, respectively, at December 31, 2009. The fair values of the Operating Partnership’sCompany’s financial instruments (other than mortgage notes payable, unsecured notes, lines of credit, derivative instruments and investment securities), including cash and cash equivalents and other financial instruments, approximate their carrying or contract values.
In the normal course of business, the Operating PartnershipCompany is exposed to the effect of interest rate changes. The Operating PartnershipCompany seeks 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 its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.
The following table summarizes the Operating Partnership’sCompany’s consolidated derivative instruments at December 31, 20102013 (dollar amounts are in thousands):

F-30

             
      Forward  Development 
  Fair Value  Starting  Cash Flow 
  Hedges (1)  Swaps (2)  Hedges (3) 
Current Notional Balance $315,693  $950,000  $87,422 
Lowest Possible Notional $315,693  $950,000  $3,020 
Highest Possible Notional $317,694  $950,000  $91,343 
Lowest Interest Rate  2.009%  3.478%  4.059%
Highest Interest Rate  4.800%  4.695%  4.059%
Earliest Maturity Date  2012   2021   2011 
Latest Maturity Date  2013   2023   2011 
 
Forward
Starting
Swaps (1)
Current Notional Balance$400,000
Lowest Possible Notional$400,000
Highest Possible Notional$400,000
Lowest Interest Rate2.125%
Highest Interest Rate3.230%
Earliest Maturity Date2024
Latest Maturity Date2024

(1)Fair Value Hedges — Converts outstanding fixed rate debt to a floating interest rate.
(2)Forward Starting Swaps —– Designed to partially fix the interest rate in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations from 2012 throughin 2015, and are targeted to 2014 and $350.0 million, $400.0 million and $200.0 million are designated for 2011, 2012 and 2013 maturities, respectively.
(3)Development Cash Flow Hedges — Converts outstanding floating rate debt to a fixed interest rate.issuances.
          The following tables provide
In April 2013, the location of the Operating Partnership’s derivative instruments within the accompanying Consolidated Balance Sheets and their fair market values as of December 31, 2010 and 2009, respectively (amounts in thousands):
             
  Asset Derivatives  Liability Derivatives 
  Balance Sheet     Balance Sheet   
December 31, 2010 Location Fair Value  Location Fair Value 
Derivatives designated as hedging instruments:            
Interest Rate Contracts:            
Fair Value Hedges Other assets $12,521  Other liabilities $— 
Forward Starting Swaps Other assets  3,276  Other liabilities  (37,756)
Development Cash Flow Hedges Other assets  —  Other liabilities  (1,322)
           
Total   $15,797    $(39,078)
           
             
  Asset Derivatives  Liability Derivatives 
  Balance Sheet     Balance Sheet   
December 31, 2009 Location Fair Value  Location Fair Value 
Derivatives designated as hedging instruments:            
Interest Rate Contracts:            
Fair Value Hedges Other assets $5,186  Other liabilities $— 
Forward Starting Swaps Other assets  23,630  Other liabilities  — 
Development Cash Flow Hedges Other assets  —  Other liabilities  (3,577)
           
Total   $28,816    $(3,577)
           
          The following tables provide a summary of the effect ofCompany's remaining fair value hedges onmatured.

In June 2011, the Operating Partnership’s accompanying Consolidated Statements of Operations for the years ended December 31, 2010 and 2009, respectively (amounts in thousands):
               
  Location of Gain/(Loss) Amount of Gain/(Loss)    Income Statement Amount of Gain/(Loss) 
December 31, 2010 Recognized in Income Recognized in Income    Location of Hedged Recognized in Income 
Type of Fair Value Hedge on Derivative on Derivative  Hedged Item Item Gain/(Loss) on Hedged Item 
Derivatives designated as hedging instruments:              
Interest Rate Contracts:              
Interest Rate Swaps Interest expense $7,335  Fixed rate debt Interest expense $(7,335)
             
Total   $7,335      $(7,335)
             

F-31

               
  Location of Gain/(Loss) Amount of Gain/(Loss)    Income Statement Amount of Gain/(Loss) 
December 31, 2009 Recognized in Income Recognized in Income    Location of Hedged Recognized in Income 
Type of Fair Value Hedge on Derivative on Derivative  Hedged Item Item Gain/(Loss) on Hedged Item 
Derivatives designated as hedging instruments:              
Interest Rate Contracts:              
Interest Rate Swaps Interest expense $(1,167) Fixed rate debt Interest expense $1,167 
             
Total   $(1,167)     $1,167 
             
          The following tables provide a summary of the effect ofCompany's remaining development cash flow hedges on the Operating Partnership’s accompanying Consolidated Statements of Operations for the years ended December 31, 2010 and 2009, respectively (amounts in thousands):hedge matured.
                 
  Effective Portion  Ineffective Portion 
  Amount of  Location of Gain/(Loss) Amount of Gain/(Loss)  Location of Amount of Gain/(Loss) 
  Gain/(Loss)  Reclassified from Reclassified from  Gain/(Loss) Reclassified from 
December 31, 2010 Recognized in OCI  Accumulated OCI Accumulated OCI  Recognized in Income Accumulated OCI 
Type of Cash Flow Hedge on Derivative  into Income into Income  on Derivative into Income 
Derivatives designated as hedging instruments:                
Interest Rate Contracts:                
Forward Starting Swaps/Treasury Locks $(68,149) Interest expense $(3,338) N/A $— 
Development Interest Rate Swaps/Caps  2,255  Interest expense  —  N/A  — 
              
Total $(65,894)   $(3,338)   $— 
              

                 
  Effective Portion  Ineffective Portion 
  Amount of  Location of Gain/(Loss) Amount of Gain/(Loss)  Location of Amount of Gain/(Loss) 
  Gain/(Loss)  Reclassified from Reclassified from  Gain/(Loss) Reclassified from 
December 31, 2009 Recognized in OCI  Accumulated OCI Accumulated OCI  Recognized in Income Accumulated OCI 
Type of Cash Flow Hedge on Derivative  into Income into Income  on Derivative into Income 
Derivatives designated as hedging instruments:                
Interest Rate Contracts:                
Forward Starting Swaps/Treasury Locks $34,432  Interest expense $(3,724) N/A $— 
Development Interest Rate Swaps/Caps  3,244  Interest expense  —  N/A  — 
              
Total $37,676    $(3,724)   $— 
              
          As of December 31, 2010 and 2009, there were approximately $58.3 million in deferred losses, net, included in accumulated other comprehensive (loss) and $4.2 million in deferred gains, net, included in accumulated other comprehensive income, respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at December 31, 2010, the Operating Partnership may recognize an estimated $5.6 million of accumulated other comprehensive (loss) as additional interest expense during the year ending December 31, 2011.
          In July 2010, the Operating Partnership paid approximately $10.0 million to settle a forward starting swap in conjunction with the issuance of $600.0 million of ten-year fixed rate public notes. The entire amount was deferred as a component of accumulated other comprehensive loss and is being recognized as an increase to interest expense over the term of the notes.
          In January 2009, the Operating Partnership received approximately $0.4 million to terminate a fair value hedge of interest rates in conjunction with the public tender of the Operating Partnership’s 4.75% fixed rate public notes due June 15, 2009. Approximately $0.2 million of the settlement received was deferred and recognized as a reduction of interest expense through the maturity on June 15, 2009.
          In April and May 2009, the Operating Partnership received approximately $10.8 million to terminate six treasury locks in conjunction with the issuance of a $500.0 million 11-year mortgage loan. The entire amount was deferred as a component of accumulated other comprehensive income and is recognized as a reduction of interest expense over the first ten years of the mortgage loan.
          During the year ended December 31, 2009, the Operating Partnership sold a majority of its investment securities, receiving proceeds of approximately $215.8 million, and recorded a $4.9 million realized gain on sale (specific identification) which is included in interest and other income. The following tables set forth the maturity, amortized cost, gross unrealized gains and losses, book/fair value and interest and other income of the various investment securities held as of December 31, 2010 and 2009, respectively (amounts in thousands):

F-32

                       
    Other Assets    
December 31, 2010   Amortized  Unrealized  Unrealized  Book/  Interest and 
Security Maturity Cost  Gains  Losses  Fair Value  Other Income 
Available-for-Sale                      
FDIC-insured certificates of deposit Less than one year $—  $—  $—  $—  $61 
Other N/A  675   519   —   1,194   — 
                  
                       
Total Available-for-Sale and Grand Total   $675  $519  $—  $1,194  $61 
                  
                       
    Other Assets    
December 31, 2009   Amortized  Unrealized  Unrealized  Book/  Interest and 
Security Maturity Cost  Gains  Losses  Fair Value  Other Income 
Held-to-Maturity                      
FDIC-insured promissory notes Less than one year $—  $—  $—  $—  $458 
                  
                       
Total Held-to-Maturity    —   —   —   —   458 
                       
Available-for-Sale                      
FDIC-insured certificates of deposit Less than one year  25,000   93   —   25,093   491 
Other Between one and five years or N/A  675   370   —   1,045   7,754 
                  
                       
Total Available-for-Sale    25,675   463   —   26,138   8,245 
                       
                  
Grand Total   $25,675  $463  $—  $26,138  $8,703 
                  
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.

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

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

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

The Operating Partnership’sCompany’s derivative positions are valued using models developed by the respective counterparty as well as models developed internally by the Operating PartnershipCompany that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data) and are classified within Level 2 of the valuation hierarchy. In addition, employee. Employee holdings other than EQR Common Shares within the supplemental executive retirement plan (the

F-47

(the “SERP”) have a fair value of $58.1 million as of December 31, 2010are valued using quoted market prices for identical assets and are included in other assets and other liabilities on the consolidated balance sheet. These SERP investments are valued using quoted market prices for identical assets and are classified within Level 1 of the valuation hierarchy.
The Operating Partnership’sCompany’s investment securities are valued using quoted market prices or readily available market interest rate data. The quoted market prices are classified within Level 1 of the valuation hierarchy and the market interest rate data are classified within Level 2 of the valuation hierarchy. Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are valued using the quoted market price of EQR Common SharesShares. The fair values disclosed for mortgage notes payable and are classified within Level 2unsecured debt (including its line of credit) were calculated using indicative rates provided by lenders of similar loans in the case of mortgage notes payable and the private unsecured debt (including its line of credit) and quoted market prices for each underlying issuance in the case of the valuation hierarchy.public unsecured notes.
The Operating Partnership’s real estate asset impairment charges were the result of an analysisfollowing tables provide a summary of the parcels’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, 2013 and 2012, respectively (amounts in thousands):
      Fair Value Measurements at Reporting Date Using
      Quoted Prices in    
      Active Markets for Significant Other Significant
  Balance Sheet   Identical Assets/Liabilities Observable Inputs Unobservable Inputs
Description Location 12/31/2013 (Level 1) (Level 2) (Level 3)
Assets          
Derivatives designated as hedging instruments:         
   Interest Rate Contracts:         
      Forward Starting Swaps Other Assets $18,712
 $—
 $18,712
 $—
Supplemental Executive Retirement PlanOther Assets 83,845
 83,845
 —
 —
Total   $102,557
 $83,845
 $18,712
 $—
           
Liabilities          
Supplemental Executive Retirement PlanOther Liabilities $83,845
 $83,845
 $—
 $—
Total   $83,845
 $83,845
 $—
 $—
           
Redeemable Noncontrolling Interests –         
   Operating Partnership/Redeemable         
      Limited PartnersMezzanine $363,144
 $—
 $363,144
 $—



F-48

      Fair Value Measurements at Reporting Date Using
      Quoted Prices in    
      Active Markets for Significant Other Significant
  Balance Sheet   Identical Assets/Liabilities Observable Inputs Unobservable Inputs
Description Location 12/31/2012 (Level 1) (Level 2) (Level 3)
Assets          
Derivatives designated as hedging instruments:         
   Interest Rate Contracts:         
      Fair Value Hedges Other Assets $1,523
 $—
 $1,523
 $—
Supplemental Executive Retirement PlanOther Assets 70,655
 70,655
 —
 —
Available-for-Sale Investment SecuritiesOther Assets 2,214
 2,214
 —
 —
Total   $74,392
 $72,869
 $1,523
 $—
           
Liabilities          
Derivatives designated as hedging instruments:         
   Interest Rate Contracts:         
      Forward Starting SwapsOther Liabilities $44,050
 $—
 $44,050
 $—
Supplemental Executive Retirement PlanOther Liabilities 70,655
 70,655
 —
 —
Total   $114,705
 $70,655
 $44,050
 $—
           
Redeemable Noncontrolling Interests –         
   Operating Partnership/Redeemable         
      Limited PartnersMezzanine $398,372
 $—
 $398,372
 $—
The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2013, 2012 and 2011, respectively (amounts in thousands):

December 31, 2013 Location of Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss) Recognized in Income
on Derivative		   Income Statement Location of Hedged
Item Gain/(Loss)		 Amount of Gain/(Loss)Recognized in Income
on Hedged Item
Type of Fair Value Hedge   Hedged Item  
Derivatives designated as hedging instruments:    
      
Interest Rate Contracts:    
      
Interest Rate Swaps Interest expense $(1,523) Fixed rate debt Interest expense $1,523
Total   $(1,523)     $1,523

December 31, 2012 Location of Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss) Recognized in Income
on Derivative		   Income Statement Location of Hedged
Item Gain/(Loss)		 Amount of Gain/(Loss)Recognized in Income
on Hedged Item
Type of Fair Value Hedge   Hedged Item  
Derivatives designated as hedging instruments:    
      
Interest Rate Contracts:    
      
Interest Rate Swaps Interest expense $(7,448) Fixed rate debt Interest expense $7,448
Total   $(7,448)     $7,448


F-49

December 31, 2011 Location of Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss) Recognized in Income
on Derivative		   Income Statement Location of Hedged
Item Gain/(Loss)		 Amount of Gain/(Loss)Recognized in Income
on Hedged Item
Type of Fair Value Hedge   Hedged Item  
Derivatives designated as hedging instruments:    
      
Interest Rate Contracts:    
      
Interest Rate Swaps Interest expense $(3,549) Fixed rate debt Interest expense $3,549
Total   $(3,549)     $3,549

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, 2013, 2012 and 2011, respectively (amounts in thousands):

  Effective Portion Ineffective Portion
December 31, 2013 Amount of
Gain/(Loss) Recognized in OCI
on Derivative		 Location of Gain/(Loss)
Reclassified from Accumulated OCI
into Income		 Amount of Gain/(Loss)
Reclassified from Accumulated OCI
into Income		 Location of
Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss)
Reclassified from Accumulated OCI
into Income
Type of Cash Flow Hedge     
Derivatives designated as hedging instruments:  
    
    
Interest Rate Contracts:  
    
    
Forward Starting Swaps/Treasury Locks $18,771
 Interest expense $(20,141) N/A $—
Total $18,771
   $(20,141)   $—

  Effective Portion Ineffective Portion
December 31, 2012 Amount of
Gain/(Loss) Recognized in OCI
on Derivative		 Location of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income		 Amount of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income		 Location of
Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income
Type of Cash Flow Hedge     
Derivatives designated as hedging instruments:          
Interest Rate Contracts:          
Forward Starting Swaps/Treasury Locks $(11,772) Interest expense $(14,678) N/A $—
Total $(11,772)   $(14,678)   $—

  Effective Portion Ineffective Portion
December 31, 2011 Amount of
Gain/(Loss) Recognized in OCI
on Derivative		 Location of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income		 Amount of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income		 Location of
Gain/(Loss) Recognized in Income
on Derivative		 Amount of Gain/(Loss)
Reclassified from Accumulated
OCI
into Income
Type of Cash Flow Hedge     
Derivatives designated as hedging instruments:          
Interest Rate Contracts:          
Forward Starting Swaps/Treasury Locks $(145,090) Interest expense $(4,343) Interest expense $(170)
Development Interest Rate Swaps/Caps 1,322
 Interest expense —
 N/A —
Total $(143,768)   $(4,343)   $(170)
As of December 31, 2013 and 2012, there were approximately $155.8 million and $194.7 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair value (determined using internally developed models thatvalues of the net derivative instruments at December 31, 2013, the Company may recognize an estimated $21.8 million of accumulated other comprehensive (loss) as additional interest expense during the year ending December 31, 2014.
In April 2013, the Company paid approximately $44.7 million to settle three forward starting swaps in conjunction with the issuance of $500.0 million of ten-year fixed rate public notes. The accrued interest of $0.7 million was recorded as interest expense. The remaining amount of $44.0 million will be deferred as a component of accumulated other comprehensive (loss) and recognized as an increase to interest expense over the approximate term of the notes. 

F-50


In December 2011, the Company paid approximately $153.2 million to settle various forward starting swaps in conjunction with the issuance of $1.0 billion of ten-year fixed rate public notes. The ineffective portion of $0.2 million and accrued interest of $5.9 million were based on market assumptionsrecorded as interest expense. The remaining amount of $147.1 million will be deferred as a component of accumulated other comprehensive (loss) and comparable sales data) (Level 3) comparedis recognized as an increase to their current capitalized carrying value. interest expense over the approximate term of the notes.
The market assumptions used as inputs tofollowing tables set forth the Operating Partnership’s maturity, amortized cost, gross unrealized gains and losses, book/fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields, along withinterest and other income of the various investment securities held as of December 31, 2013 and 2012, respectively (amounts in thousands):
    Other Assets  
December 31, 2013 Maturity Amortized
Cost		 Unrealized
Gains		 Unrealized
Losses		 Book/
Fair Value		 Interest and
Other Income
Security      
Available-for-Sale Investment Securities N/A $—
 $—
 $—
 $—
 $2,122
Total   $—
 $—
 $—
 $—
 $2,122

    Other Assets  
December 31, 2012 Maturity Amortized
Cost		 Unrealized
Gains		 Unrealized
Losses		 Book/
Fair Value		 Interest and
Other Income
Security      
Available-for-Sale Investment Securities N/A $675
 $1,539
 $—
 $2,214
 $—
Total   $675
 $1,539
 $—
 $2,214
 $—

During the year ended December 31, 2013, the Company sold all of its investment securities, receiving proceeds of approximately $2.8 million, and recorded a $2.1 million realized gain on sale (specific identification) which is included in interest and other income.

10.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):


F-51

 Year Ended December 31,
 2013 2012 2011
Numerator for net income per share – basic: 
  
  
(Loss) income from continuing operations$(168,174) $160,298
 $(72,941)
Allocation to Noncontrolling Interests – Operating Partnership, net6,834
 (6,417) 3,880
Net loss (income) attributable to Noncontrolling Interests – Partially Owned Properties538
 (844) (832)
Preferred distributions(4,145) (10,355) (13,865)
Premium on redemption of Preferred Shares—
 (5,152) —
(Loss) income from continuing operations available to Common Shares, net of
  Noncontrolling Interests
(164,947) 137,530
 (83,758)
Discontinued operations, net of Noncontrolling Interests1,991,415
 688,682
 963,478
Numerator for net income per share – basic$1,826,468
 $826,212
 $879,720
Numerator for net income per share – diluted (1):     
Income from continuing operations  $160,298
 

Net (income) attributable to Noncontrolling Interests – Partially Owned Properties  (844) 

Preferred distributions  (10,355) 

Premium on redemption of Preferred Shares  (5,152) 

Income from continuing operations available to Common Shares  143,947
 

Discontinued operations, net  720,906
 

Numerator for net income per share – diluted (1)$1,826,468
 $864,853
 $879,720
Denominator for net income per share – basic and diluted (1):     
Denominator for net income per share – basic354,305
 302,701
 294,856
Effect of dilutive securities:     
OP Units  13,853
 

Long-term compensation shares/units  3,212
 

Denominator for net income per share – diluted (1)354,305
 319,766
 294,856
Net income per share – basic$5.16
 $2.73
 $2.98
Net income per share – diluted$5.16
 $2.70
 $2.98
Net income per share – basic: 
  
  
(Loss) income from continuing operations available to Common Shares, net of
  Noncontrolling Interests
$(0.466) $0.454
 $(0.284)
Discontinued operations, net of Noncontrolling Interests5.621
 2.275
 3.268
Net income per share – basic$5.155
 $2.729
 $2.984
Net income per share – diluted (1): 
  
  
(Loss) income from continuing operations available to Common Shares$(0.466) $0.450
 $(0.284)
Discontinued operations, net5.621
 2.255
 3.268
Net income per share – diluted$5.155
 $2.705
 $2.984
Distributions declared per Common Share outstanding$1.85
 $1.78
 $1.58

(1)Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations for the years ended December 31, 2013 and 2011.
For additional disclosures regarding the employee share options and restricted shares, see Notes 2 and 12.
ERP Operating Partnership’s current plans for each individual asset. The OperatingLimited Partnership uses data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs. The valuation techniques used to measure fair value is consistent with how similar assets were

F-33

measured in prior periods. See Note 20 for further discussion.
12. Earnings Per Unit
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, 
  2010  2009  2008 
Numerator for net income per Unit — basic and diluted (1):
            
(Loss) income from continuing operations $(19,844) $2,931  $(40,054)
Net loss (income) attributable to Noncontrolling Interests — Partially Owned Properties  726   558   (2,650)
Allocation to Preference Units  (14,368)  (14,479)  (14,507)
Allocation to Preference Interests and Junior Preference Units  —   (9)  (15)
          
             
(Loss) from continuing operations available to Units  (33,486)  (10,999)  (57,226)
Discontinued operations, net  315,827   379,098   476,467 
          
             
Numerator for net income per Unit — basic and diluted (1) $282,341  $368,099  $419,241 
          
             
Denominator for net income per Unit — basic and diluted (1)  296,527   289,167   287,631 
          
             
Net income per Unit — basic $0.95  $1.27  $1.46 
          
             
Net income per Unit — diluted $0.95  $1.27  $1.46 
          
             
Net income per Unit — basic:
            
(Loss) from continuing operations available to Units $(0.113) $(0.038) $(0.199)
Discontinued operations, net  1.065   1.309   1.655 
          
             
Net income per Unit — basic $0.952  $1.271  $1.456 
          
             
Net income per Unit — diluted (1):
            
(Loss) from continuing operations available to Units $(0.113) $(0.038) $(0.199)
Discontinued operations, net  1.065   1.309   1.655 
          
             
Net income per Unit — diluted $0.952  $1.271  $1.456 
          
             
Distributions declared per Unit outstanding $1.47  $1.64  $1.93 
          


F-52

 Year Ended December 31,
 2013 2012 2011
Numerator for net income per Unit – basic and diluted (1): 
  
  
(Loss) income from continuing operations$(168,174) $160,298
 $(72,941)
Net loss (income) attributable to Noncontrolling Interests – Partially Owned Properties538
 (844) (832)
Allocation to Preference Units(4,145) (10,355) (13,865)
Allocation to premium on redemption of Preference Units—
 (5,152) —
(Loss) income from continuing operations available to Units(171,781) 143,947
 (87,638)
Discontinued operations, net2,073,527
 720,906
 1,008,138
Numerator for net income per Unit – basic and diluted (1)$1,901,746
 $864,853
 $920,500
Denominator for net income per Unit – basic and diluted (1):     
Denominator for net income per Unit – basic368,038
 316,554
 308,062
Effect of dilutive securities:     
Dilution for Units issuable upon assumed exercise/vesting of the Company's
    long-term compensation shares/units


 3,212
 

Denominator for net income per Unit – diluted (1)368,038
 319,766
 308,062
Net income per Unit – basic$5.16
 $2.73
 $2.98
Net income per Unit – diluted$5.16
 $2.70
 $2.98
Net income per Unit – basic: 
  
  
(Loss) income from continuing operations available to Units$(0.466) $0.454
 $(0.284)
Discontinued operations, net5.621
 2.275
 3.268
Net income per Unit – basic$5.155
 $2.729
 $2.984
Net income per Unit – diluted (1): 
  
  
(Loss) income from continuing operations available to Units$(0.466) $0.450
 $(0.284)
Discontinued operations, net5.621
 2.255
 3.268
Net income per Unit – diluted$5.155
 $2.705
 $2.984
Distributions declared per Unit outstanding$1.85
 $1.78
 $1.58

(1)Potential Units issuable from the assumed exercise/vesting of EQRthe Company's long-term compensation award shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the years ended December 31, 2010, 20092013 and 2008, respectively.2011.
Convertible preference interests/units that could be converted into 325,103, 402,501 and 427,090 weighted average Common Shares (which would be contributed to the Operating Partnership in exchange for OP Units) for the years ended December 31, 2010, 2009 and 2008, respectively, were outstanding but were not included in the computation of diluted earnings per Unit because the effects would be anti-dilutive. In addition, the effect of the Common Shares/OP Units that could ultimately be issued upon the conversion/exchange of the Operating Partnership’s $650.0 million ($482.5 million outstanding at December 31, 2010) exchangeable senior notes was not included in the computation of diluted earnings per Unit because the effects would be anti-dilutive.
For additional disclosures regarding the employee share options and restricted shares, see Notes 2 and 14.12.
13. Discontinued Operations
11.Discontinued Operations

The Operating PartnershipCompany has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of and all properties held for sale, if any.
The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Operating PartnershipCompany owned such assets during each of the years ended December 31, 2010, 20092013, 2012 and 20082011 (amounts in thousands).

F-34



             
  Year Ended December 31, 
  2010  2009  2008 
REVENUES
            
Rental income $67,670  $160,031  $261,924 
          
Total revenues  67,670   160,031   261,924 
          
             
EXPENSES (1)
            
Property and maintenance  18,659   49,088   75,079 
Real estate taxes and insurance  7,028   18,065   28,764 
Property management  —   —   (62)
Depreciation  16,770   41,104   66,625 
General and administrative  36   34   29 
          
Total expenses  42,493   108,291   170,435 
          
             
Discontinued operating income  25,177   51,740   91,489 
             
Interest and other income  497   120   427 
Other expenses  —   (1)  — 
Interest (2):            
Expense incurred, net  (7,722)  (8,660)  (10,093)
Amortization of deferred financing costs  (37)  (561)  (54)
Income and other tax (expense) benefit  (44)  1,161   1,841 
          
             
Discontinued operations  17,871   43,799   83,610 
Net gain on sales of discontinued operations  297,956   335,299   392,857 
          
             
Discontinued operations, net $315,827  $379,098  $476,467 
          
F-53

 Year Ended December 31,
 2013 2012 2011
REVENUES 
  
  
Rental income$121,942
 $445,832
 $560,399
Total revenues121,942
 445,832
 560,399
      
EXPENSES (1) 
  
  
Property and maintenance36,792
 103,371
 160,315
Real estate taxes and insurance11,903
 41,208
 50,173
Property management1
 211
 266
Depreciation34,380
 124,323
 157,441
General and administrative85
 92
 55
Total expenses83,161
 269,205
 368,250
      
Discontinued operating income38,781
 176,627
 192,149
      
Interest and other income217
 156
 198
Other expenses(3) (170) (421)
Interest (2): 
  
  
Expense incurred, net(1,296) (3,811) (9,268)
Amortization of deferred financing costs(228) (140) (1,230)
Income and other tax (expense) benefit(449) (34) 221
      
Discontinued operations37,022
 172,628
 181,649
Net gain on sales of discontinued operations2,036,505
 548,278
 826,489
      
Discontinued operations, net$2,073,527
 $720,906
 $1,008,138

(1)Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Operating Partnership’sCompany’s period of ownership.
(2)Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.sold.
For the properties sold during 2010,2013, the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 20092012 were $430.5$2.0 billion and $34.4 million and $89.4 million,, respectively.
14. Share Incentive Plans
12.Share Incentive Plans

Any Common Shares issued pursuant to EQR’sEQR's incentive equity compensation and employee share purchase plans will result in the Operating PartnershipERPOP issuing OP unitsUnits to EQR on a one-for-one basis with the Operating PartnershipERPOP receiving the net cash proceeds of such issuances.
On May 15, 2002,June 16, 2011, the shareholders of EQR approved the Company’s 2002 Share IncentiveCompany's 2011 Plan. The maximum aggregate number of awards that may be granted under this plan may not exceed 7.5%2011 Plan reserved 12,980,741 Common Shares for issuance. In conjunction with the approval of the Company’s outstanding Common Shares calculated on a “fully diluted” basis and determined annually on the first day of each calendar year. As of January 1, 2011 this amount equaled 22,785,696, of which 5,395,739 shares were available for future issuance. NoPlan, no further awards may be granted under the 2002 Share Incentive Plan. The 2011 Plan as restated, after February 20, 2012.expires on June 16, 2021. As of December 31, 2013, 9,562,775 shares were available for future issuance.
Pursuant to the 2011 Plan, the 2002 Share Incentive Plan, as restated, and the Amended and Restated 1993 Share Option and Share Award Plan, as amended (collectively the “Share Incentive Plans”), officers, trustees and key employees of the Company 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,shares/units (including performance-based awards), subject to conditions and restrictions as described in the Share Incentive Plans. In addition, each year prior to 2007, certain executive officers of the Company participated in the Company’s performance-based restricted share plan. Effective January 1, 2007, the Company elected to discontinue the award of performance-based award grants. Options, SARs, restricted shares, performance shares and LTIP Units (see discussion below) are sometimes collectively referred to herein as “Awards”.
The Options are generally granted at the fair market value of the Company’s Common Shares at the date of grant, vest in three equal installments over a three-yearthree-year period, are exercisable upon vesting and expire ten years from the date of grant.grant (see additional valuation discussion in Note 2). The exercise price for all Options under the Share Incentive Plans is equal to the fair market value of the underlying Common Shares at the time the Option is granted. Options exercised result in new Common Shares being issued on the open market. The 2002 Share Incentive Plan, as amended, will terminate at such time as all outstanding Awards have expired or have been exercised/vested. The Amended and Restated 1993 Share Option and Share Award Plan, as amended, will terminate at such timeterminated in the first quarter of 2013 as all

F-35

outstanding Awards have expired or have been exercised/vested. The Board of Trustees

F-54

may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted. Any Options which had vested prior to such a termination would remain exercisable by the holder.
Restricted shares are generally granted at the fair market value of the Company's Common Shares at the date of grant. Restricted shares that have been awarded through December 31, 20102013 generally vest three years from the award date. In addition, the Company’s unvested restricted shareholders have the same voting rights as any other Common Share holder. During the three-yearthree-year period of restriction, the Company’s unvested restricted shareholders receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder. As a result, dividends paid on unvested restricted shares are included as a component of retained earnings (included in general partner’s capital)partner's capital in the Operating Partnership's financial statements) and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Operating Partnership’s Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to the lapsing of the restriction, the shares are generally canceled.
In December 2008, the Company’s then existing 2002 Share Incentive Plan was amended to allow for the issuance of long-term incentive plan units (“LTIP Units”) to officers of the Company as an alternative to the Company’s restricted shares. The 2011 Plan also allows for the issuance of LTIP Units. LTIP Units are a class of partnership interests that under certain conditions, including vesting, are convertible by the holder into an equal number of OP Units, which are redeemable by the holder for EQR Common Shares on a one-for-one basis or the cash value of such shares at the option of the Operating Partnership.Company. In connection with the February 2009 grant of long-term incentive compensation for services provided during 2008,a year, officers of the Company wereare allowed to choose, on a one-for-one basis, between restricted shares and LTIP Units. In January 2011, certain holders of restricted shares converted these shares into LTIP Units. Similar to restricted shares, LTIP Units are generally granted at the fair market value of the Company's Common Shares at the date of grant and generally vest three years from the award date. In addition, LTIP Unit holders receive quarterly dividend payments on their LTIP Units at the same rate and on the same date as any other OP Unit holder. As a result, dividends paid on LTIP Units are included as a component of Noncontrolling Interests – Operating Partnership/Limited PartnersPartners' capital and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Operating Partnership’s Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to vesting, the LTIP Units are generally canceled. An LTIP Unit will automatically convert to an OP Unit when the capital account of each LTIP Unit increases (“books-up”) to a specified target. If the capital target is not attained within ten years following the date of issuance, the LTIP Unit will automatically be canceled and no compensation will be payable to the holder of such canceled LTIP Unit.
          EQR’sAll Trustees, with the exception of the Company's non-executive Chairman and employee Trustees, are granted options and restricted shares that vest one-year from the grant date that corresponds to the term for which he or she has been elected to serve. The non-executive Chairman's grants vest over the same term or period as all other employees.
The Company's Share Incentive Plans provide for certain benefits upon retirement at or after age 62. As of November 4, 2008, but effective as of January 1, 2009, EQR changed the definition of retirement for employees (including all officers but not non-employee members of EQR’s Board of Trustees) under its Share Incentive Plans.retirement. For employees hired prior to January 1, 2009, retirement generally will meanmeans the termination of employment (other than for cause): (i) on or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70 (described below). For employees hired after January 1, 2009, retirement generally will meanmeans the termination of employment (other than for cause) after meeting the requirements of the Rule of 70. For Trustees, retirement generally means termination of service on the Board (other than for cause) on or after age 72.
The Rule of 70 is met when an employee’s years of service with EQRthe 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 EQRthe Company at least 6 months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing EQRthe Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions.
          John Powers, Executive Vice President — Human Resources, became eligible forUnder the Company's definitions of retirement, in 2009 as he turned 62. Frederick C. Tuomi, President — Property Management, became eligible for retirement under the Ruleseveral of 70 in 2009. Bruce C. Strohm, Executive Vice President and General Counsel, became eligible for retirement under the Rule of 70 in 2010. David J. Neithercut,its executive officers, including its Chief Executive Officer, and President, will become eligible forits non-executive Chairman, are retirement under the Rule of 70 in 2011.eligible.
For employees hired prior to January 1, 2009 who retire at or after age 62 or for Trustees who retire at or after age 72, such employee’s or Trustee's unvested restricted shares, LTIP Units and share options would immediately vest, and share options would continue to be exercisable for the balance of the applicable ten-year option period, as wasis provided under the Share Incentive Plans prior to the adoption of the Rule of 70.Plans. For all other employees (those hired after January 1, 2009 and those hired before such date who choose to retire prior to age 62), upon such retirement under the new Rule of 70 definition of retirement of employees, such employee’s unvested restricted shares, LTIP Units and share options would continue to vest per the original vesting schedule (subject to immediate vesting upon the occurrence of a subsequent change in control of EQRthe Company or the employee’s death), and options would continue to be exercisable for the balance of the applicable ten-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. If an employee violates these provisions after such retirement, all unvested restricted shares, unvested LTIP Units and unvested and vested share options at the time of the violation would be void, unless otherwise determined by the Compensation Committee of EQR’sthe Board of Trustees.

F-36

The following tables summarize compensation information regarding the performance shares, restricted shares, LTIP Units, share options and

F-55

Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2010, 20092013, 2012 and 20082011 (amounts in thousands):
                 
  Year Ended December 31, 2010 
  Compensation  Compensation  Compensation  Dividends 
  Expense  Capitalized  Equity  Incurred 
Restricted shares $8,603  $1,178  $9,781  $1,334 
LTIP Units  2,334   190   2,524   138 
Share options  6,707   714   7,421   — 
ESPP discount  1,231   59   1,290   — 
             
Total $18,875  $2,141  $21,016  $1,472 
             

                 
  Year Ended December 31, 2009 
  Compensation  Compensation  Compensation  Dividends 
  Expense  Capitalized  Equity  Incurred 
Performance shares $103  $76  $179  $— 
Restricted shares  10,065   1,067   11,132   1,627 
LTIP Units  1,036   158   1,194   254 
Share options  5,458   538   5,996   — 
ESPP discount  1,181   122   1,303   — 
             
Total $17,843  $1,961  $19,804  $1,881 
             
                
 Year Ended December 31, 2008 
 Compensation Compensation Compensation Dividends Year Ended December 31, 2013
 Expense Capitalized Equity Incurred 
Compensation
Expense
 
Compensation
Capitalized
 
Compensation
Equity
 
Dividends
Incurred
Performance shares $(8) $— $(8) $— 
Restricted shares 15,761 1,517 17,278 2,175 $12,185
 $1,079
 $13,264
 $967
LTIP Units13,108
 501
 13,609
 520
Share options 5,361 485 5,846 — 9,569
 945
 10,514
 —
ESPP discount 1,197 92 1,289 — 612
 20
 632
 —
         
Total $22,311 $2,094 $24,405 $2,175 $35,474
 $2,545
 $38,019
 $1,487
         

 Year Ended December 31, 2012
 
Compensation
Expense
 
Compensation
Capitalized
 
Compensation
Equity
 
Dividends
Incurred
Restricted shares$8,014
 $922
 $8,936
 $949
LTIP Units5,004
 303
 5,307
 234
Share options10,970
 782
 11,752
 —
ESPP discount844
 121
 965
 —
Total$24,832
 $2,128
 $26,960
 $1,183

 Year Ended December 31, 2011
 
Compensation
Expense
 
Compensation
Capitalized
 
Compensation
Equity
 
Dividends
Incurred
Restricted shares$8,041
 $1,061
 $9,102
 $1,121
LTIP Units3,344
 297
 3,641
 199
Share options8,711
 834
 9,545
 —
ESPP discount1,081
 113
 1,194
 —
Total$21,177
 $2,305
 $23,482
 $1,320

Compensation expense is generally recognized for Awards as follows:
•Restricted shares, LTIP Units and share options —Restricted shares, LTIP Units and share options – Straight-line method over the vesting period of the options or shares regardless of cliff or ratable vesting distinctions.
•Performance shares — Accelerated method with each vesting tranche valued as a separate award, with a separate vesting date, consistent with the estimated value of the award at each period end.
•ESPP discount — Immediately upon the purchase of common shares each quarter.
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, 20102013 is $19.5$16.5 million (excluding 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 1.51.45 years.
See Note 2 for additional information regarding the Company’s share-based compensation.
The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2010, 20092013, 2012 and 2008:2011:

F-37


                         
      Weighted      Weighted      Weighted 
  Common  Average      Average Fair      Average Fair 
  Shares Subject  Exercise Price  Restricted  Value per  LTIP  Value per 
  to Options  per Option  Shares  Restricted Share  Units  LTIP Unit 
Balance at December 31, 2007  9,185,141  $32.37   1,178,188  $42.30         
Awards granted (1)  1,436,574  $38.46   524,983  $38.29         
Awards exercised/vested (2) (3)  (995,129) $24.75   (644,131) $35.99         
Awards forfeited  (113,786) $43.95   (63,029) $44.87         
Awards expired  (39,541) $35.91   —   —         
                     
                         
Balance at December 31, 2008  9,473,259  $33.94   996,011�� $44.16   —   — 
                         
Awards granted (1)  2,541,005  $23.08   362,997  $22.62   155,189  $21.11 
Awards exercised/vested (2) (3)  (422,713) $21.62   (340,362) $42.67   —   — 
Awards forfeited  (146,151) $30.07   (64,280) $35.28   (573) $21.11 
Awards expired  (95,650) $32.21   —   —   —   — 
                   
                         
Balance at December 31, 2009  11,349,750  $32.03   954,366  $37.10   154,616  $21.11 
                         
Awards granted (1)  1,436,115  $33.59   270,805  $34.85   94,096  $32.97 
Awards exercised/vested (2) (3)  (2,506,645) $28.68   (278,183) $52.25   —   — 
Awards forfeited  (76,275) $29.43   (35,038) $30.84   (1,204) $21.11 
Awards expired  (96,457) $42.69   —   —   —   — 
                   
Balance at December 31, 2010  10,106,488  $33.00   911,950  $32.05   247,508  $25.62 
                   
F-56
Table of Contents


 
Common
Shares Subject
to Options
 
Weighted
Average
Exercise Price
per Option
 
Restricted
Shares
 
Weighted
Average Fair
Value per
Restricted Share
 
LTIP
Units
 
Weighted
Average Fair
Value per
LTIP Unit
Balance at December 31, 201010,106,488
 
$33.00
 911,950
 
$32.05
 247,508
 
$25.62
Awards granted (1)1,491,311
 
$53.70
 170,588
 
$53.99
 223,452
 
$46.64
Awards exercised/vested (2) (3) (4)(2,945,950) 
$32.27
 (258,068) 
$38.32
 (101,988) 
$38.57
Awards forfeited(41,559) 
$35.14
 (126,960) 
$37.19
 (1,352) 
$27.79
Awards expired(16,270) 
$44.13
 —
 —
 —
 —
Balance at December 31, 20118,594,020
 
$36.81
 697,510
 
$34.17
 367,620
 
$34.80
Awards granted (1)1,164,484
 
$60.22
 140,980
 
$60.20
 70,235
 
$57.24
Awards exercised/vested (2) (3) (4)(1,608,425) 
$30.87
 (300,809) 
$23.79
 (152,821) 
$21.11
Awards forfeited(23,795) 
$51.55
 (12,728) 
$46.25
 —
 —
Awards expired(11,029) 
$35.53
 —
 —
 —
 —
Balance at December 31, 20128,115,255
 
$41.31
 524,953
 
$46.81
 285,034
 
$48.41
Awards granted (1)1,006,444
 
$55.07
 246,731
 
$55.37
 281,931
 
$52.73
Awards exercised/vested (2) (3) (4)(586,017) 
$29.34
 (253,816) 
$36.81
 (93,335) 
$32.97
Awards forfeited(47,819) 
$56.16
 (17,634) 
$55.74
 (2,374) 
$56.72
Awards expired(17,331) 
$47.51
 —
 —
 —
 —
Balance at December 31, 20138,470,532
 
$43.67
 500,234
 
$55.79
 471,256
 
$55.67

(1)
The weighted average grant date fair value for Options granted during the years ended December 31, 2010, 20092013, 2012 and 20082011 was $6.18$7.97 per share, $3.38$8.55 per share and $4.08$8.18 per share, respectively.
(2)
The aggregate intrinsic value of options exercised during the years ended December 31, 2010, 20092013, 2012 and 20082011 was $39.6$16.7 million $2.8, $46.7 million and $15.6$74.8 million, respectively. These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.
(3)
The fair value of restricted shares vested during the years ended December 31, 2010, 20092013, 2012 and 20082011 was $9.1$13.9 million $8.0, $18.0 million  and $23.9$14.0 million, respectively.
(4)
The fair value of LTIP Units vested during the years ended December 31, 2013, 2012 and 2011 was $5.1 million, $9.1 million and $5.5 million, respectively.
The following table summarizes information regarding options outstanding and exercisable at December 31, 2010:2013:
                     
  Options Outstanding (1)  Options Exercisable (2) 
      Weighted           
      Average  Weighted      Weighted 
      Remaining  Average      Average 
      Contractual  Exercise      Exercise 
Range of Exercise Prices Options  Life in Years  Price  Options  Price 
$21.40 to $26.75  2,974,937   6.18  $23.42   1,403,771  $23.82 
$26.76 to $32.10  2,478,594   3.09  $29.99   2,478,594  $29.99 
$32.11 to $37.45  1,374,888   9.01  $32.96   23,546  $32.23 
$37.46 to $42.80  2,363,450   5.87  $40.44   2,023,316  $40.75 
$42.81 to $48.15  4,202   5.32  $45.25   4,202  $45.25 
$48.16 to $53.50  910,417   6.09  $53.19   853,222  $53.50 
                
$21.40 to $53.50  10,106,488   5.73  $33.00   6,786,651  $34.89 
                
 
Vested and expected to vest as of December 31, 2010  9,718,763   5.69  $33.12         
                  

  Options Outstanding (1) Options Exercisable (2)
Range of Exercise Prices Options 
Weighted
Average
Remaining
Contractual Life in Years
 
Weighted
Average
Exercise Price
 Options 
Weighted
Average
Exercise Price
$18.70 to $24.93 1,235,980
 5.08 
$23.07
 1,235,980
 
$23.07
$24.94 to $31.16 386,723
 0.08 
$29.25
 386,723
 
$29.25
$31.17 to $37.39 1,332,280
 4.58 
$32.61
 1,332,280
 
$32.61
$37.40 to $43.62 1,347,487
 3.20 
$40.46
 1,347,487
 
$40.46
$43.63 to $49.86 61,187
 6.55 
$48.41
 23,059
 
$48.06
$49.87 to $56.09 2,774,770
 6.99 
$53.91
 1,226,038
 
$53.64
$56.10 to $62.32 1,332,105
 8.20 
$59.76
 494,922
 
$59.98
$18.70 to $62.32 8,470,532
 5.60 
$43.67
 6,046,489
 
$38.76
Vested and expected to vest
as of December 31, 2013		 8,293,422
 5.55 
$43.42
  
  

(1)
The aggregate intrinsic value of options outstanding that are vested and expected to vest as of December 31, 20102013 is $184.3 million.$85.6 million.
(2)
The aggregate intrinsic value and weighted average remaining contractual life in years of options exercisable as of December 31, 20102013 is $117.1$85.5 million and 4.44.5 years, respectively.
Note: The aggregate intrinsic values in Notes (1) and (2) above were both calculated as the excess, if any, between the Company’s closing share price of $51.95$51.87 per share on December 31, 20102013 and the strike price of the underlying awards.

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As of December 31, 20092012 and 2008, 7,974,8152011, 5,385,907 Options (with a weighted average exercise price of $33.55)$35.40) and 7,522,3445,415,550 Options (with a weighted average exercise price of $31.58)$34.64) were exercisable, respectively.
15.Employee Plans
13.Employee Plans
The Company established an Employee Share Purchase Plan to provide each employee and EQR trustee the ability to annually acquire up to $100,000$100,000 of Common Shares of EQR. In 2003, EQR’sEQR's shareholders approved an increase in the aggregate number of Common Shares available under the ESPP to 7,000,000 (from 2,000,000)2,000,000). The Company has 3,403,9703,107,341 Common Shares available for purchase under the ESPP at December 31, 2010.2013. 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 (the net proceeds noted below were contributed to the Operating PartnershipERPOP in exchange for OP Units):
             
  Year Ended December 31, 
  2010  2009  2008 
  (Amounts in thousands except share and per share amounts) 
Shares issued  157,363   324,394   195,961 
Issuance price ranges $28.26 - $41.16  $14.21 – $24.84  $23.51 – $37.61 
Issuance proceeds $5,112  $5,292  $6,170 
 Year Ended December 31,
 2013 2012 2011
 (Amounts in thousands except share and per share amounts)
Shares issued73,468 110,054 113,107
Issuance price ranges$44.26 – $48.17 $46.33 – $51.78 $44.04 – $51.19
Issuance proceeds$3,401 $5,399 $5,262

The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Operating Partnership, on behalf of the Company matches dollar for dollar up to the first 3% of eligible compensation that a participant contributes to the 401(k) Plan. Participants are vested in the Company’s contributions over five years. The Operating PartnershipCompany recognized an expense in the amount of $4.0$4.2 million $3.5, $4.4 million and $3.8$3.7 million for the years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively.
     The Operating Partnership, on behalf of the Company, may also elect to make an annual discretionary profit-sharing contribution as a percentage of each individual employee’s eligible compensation under the 401(k) Plan. The Operating Partnership did not make a contribution for the years ended December 31, 2010, 2009 and 2008 and as such, no expense was recognized in these years.
The Company established a supplemental executive retirement plan (the “SERP”) to provide certain officers and EQR trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement. The SERP is restricted to investments in EQR 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 Operating PartnershipCompany and carried on the Operating Partnership’sCompany’s balance sheet, and the Company’s Common Shares held in the SERP are accounted for as a reduction to General Partner’s capital.paid in capital (included in general partner's capital in the Operating Partnership's financial statements).
16.Distribution Reinvestment and Share Purchase Plan
14.Distribution Reinvestment and Share Purchase Plan
On November 3, 1997,December 16, 2008, the Company filed with the SEC a Form S-3 Registration Statement to register 14,000,0005,000,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan (the “DRIP Plan”"DRIP Plan"). The registration statement was automatically declared effective the same day and was to expire at the earlier of the date on November 25, 1997. The remainingwhich all 5,000,000 shares available for issuance under the 1997 registration lapsed in December 2008.
     Onhad been issued or December 16, 2008,2011. On November 18, 2011, the Company filed with the SEC a Form S-3 Registration Statement to register 5,000,0004,850,000 Common Shares under the DRIP Plan.Plan, which included the remaining shares available for issuance under the 2008 registration, which terminated as of such date. The registration statement was automatically declared effective the same day and expires at the earlier of the date inon which all 5,000,0004,850,000 shares have been issued or December 15, 2011.November 18, 2014. The Company has 4,905,7364,814,608 Common Shares available for issuance under the DRIP Plan at December 31, 2010.2013.

The DRIP Plan provides holders of record and beneficial owners of Common Shares and Preferred Shares with a simple and convenient method of investing cash distributions in additional Common Shares (which is referred to herein as the “Dividend Reinvestment – DRIP Plan”). Common Shares may also be purchased on a monthly basis with optional cash payments made by participants in the DRIP Plan and interested new investors, not currently shareholders of EQR, at the market price of the Common Shares less a discount ranging between 0% and 5%, as determined in accordance with the DRIP Plan (which is referred to herein as the “Share Purchase – DRIP Plan”). Common Shares purchased under the DRIP Plan may, at the option of EQR, be directly issued by EQR or purchased by EQR’sEQR's transfer agent in the open market using participants’ funds. The net proceeds from any Common Share issuances are contributed to the Operating PartnershipERPOP in exchange for OP Units.

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17.Transactions with Related Parties

15.Transactions with Related Parties
Pursuant to the terms of the partnership agreement for the Operating Partnership, the Operating PartnershipERPOP is required to reimburse EQR

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for all expenses incurred by EQR in excess of income earned by EQR through its indirect 1% ownership of various entities. Amounts paid on behalf of EQR are reflected in the consolidated statements of operations and comprehensive income as general and administrative expenses.

The Operating Partnership provided asset and property management services to certain related entities for properties not owned by the Operating Partnership, which terminated in December 2008. Fees received for providing such services were approximately $0.3 million for the year ended December 31, 2008.
     The Operating PartnershipCompany leases its corporate headquarters from an entity controlled by EQR’s Chairman of the Board of Trustees. The lease terminates on JulyJanuary 31, 2021.2022. Amounts incurred for such office space for the years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively, were approximately $2.7$1.7 million $3.0, $1.3 million and $2.9 million.$2.2 million. The Operating PartnershipCompany believes these amounts equal market rates for such rental space.
18.Commitments and Contingencies
16.Commitments and Contingencies

The Operating Partnership,Company, as an owner of real estate, is subject to various Federal, state and local environmental laws. Compliance by the Operating PartnershipCompany with existing laws has not had a material adverse effect on the Operating Partnership.Company. However, the Operating PartnershipCompany 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 Operating PartnershipCompany is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Operating PartnershipCompany designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’attorneys' fees. The Operating PartnershipCompany believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Operating Partnership.Company. Accordingly, the Operating PartnershipCompany is defending the suit vigorously. Due to the pendency of the Operating Partnership’sCompany's defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no amounts have been accrued at December 31, 2010.2013. While no assurances can be given, the Operating PartnershipCompany does not believe that the suit, if adversely determined, would have a material adverse effect on the Operating Partnership.Company.

The Operating PartnershipCompany does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Operating Partnership.Company.
     The Operating Partnership has established a reserve and recorded a corresponding reduction to its net gain on sales
As of discontinued operations related to potential liabilities associated with its condominium conversion activities. The reserve covers potential product liability related to each conversion. The Operating Partnership periodically assesses the adequacy of the reserve and makes adjustments as necessary. During the year ended December 31, 2010,2013, the Operating Partnership recorded additional reserves of approximately $0.7 million, paid approximately $2.9 millionCompany has 14 consolidated projects (including 400 Park Avenue South in claims, settlementsNew York City which the Company is jointly developing with Toll Brothers that is discussed below and legal fees and released approximately $1.2 million of remaining reserves for settled claims. AsPark Aire in which the Company acquired a result,95% interest in connection with the Operating Partnership had total reserves of approximately $3.3 million at December 31, 2010. While no assurances can be given, the Operating Partnership does not believeArchstone Transaction that the ultimate resolution of these potential liabilities, if adversely determined, would have a material adverse effect on the Operating Partnership.
     As of December 31, 2010, the Operating Partnership has four projectsis discussed in Note 6) totaling 7174,017 apartment units in various stages of development with commitments to fund of approximately $768.1 million and estimated completion dates ranging through SeptemberJune 30, 2012,2016, as well as other completed development projects that are in various stages of lease up or are stabilized. Some of the projects are being developed solely by the Operating Partnership,Company, while others wereare being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The partnerCompany is most often the “general”"general" or “managing”"managing" partner of the development venture.ventures.

As of December 31, 2013, the Company has one unconsolidated project totaling 176 apartment units under development with an estimated completion date of December 31, 2014, as well as three completed development projects that are currently in lease up. These projects are all being co-developed with various third party development partners. The typicaldevelopment venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company currently has no further funding obligations for Domain, Nexus Sawgrass and San Norterra. While the Company is the managing member of the Domain and Nexus Sawgrass joint ventures, was responsible for constructing both projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Domain and Nexus Sawgrass buy-sell arrangements contain appraisal rights and provisions that provide the right, but not the obligation, for the Operating PartnershipCompany to acquire the partner’s interestinterests or sell its interests at any time following the occurrence of certain pre-defined events (including at stabilization) described in the projectdevelopment venture agreements. The respective partner for San Norterra and Parkside at fair market value uponEmeryville is the expiration of a negotiated time period (typically two to five years after substantial completion“general” or “managing” partner of the project).development venture and the Company does not have substantive kick-out or participating rights. The Company has given a repayment guaranty on the construction loan for Parkside at Emeryville of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.
    
In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly

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and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of December 31, 2013, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $292.6 million, of which Toll Brothers' noncontrolling interest balance totaled $111.7 million.
During the years ended December 31, 2010, 20092013, 2012 and 2008,2011, total operating lease payments incurredexpensed for office

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space, including a portion of real estate taxes, insurance, repairs and utilities, and including rent due under three13 ground leases, aggregated $7.6$13.2 million $8.4, $8.1 million and $8.3$7.1 million, respectively.
The Company has entered into a retirement benefits agreement with its Chairman of the Board of Trustees and deferred compensation agreements with its Vice Chairman and two former chief executive officers.officers (one of which was fully paid out in January 2013). During the years ended December 31, 20102013, 2012 and 2009,2011, the Operating PartnershipCompany recognized compensation expense of $0.9$0.5 million, $1.0 million and $1.2$1.0 million, respectively, related to these agreements. During the year ended December 31, 2008, the Operating Partnership reduced compensation expense by $0.4 million related to these agreements.
The following table summarizes the Operating Partnership’sCompany’s contractual obligations for minimum rent payments under operating leases and deferred compensation for the next five years and thereafter as of December 31, 2010:
                             
  Payments Due by Year (in thousands)
  2011 2012 2013 2014 2015 Thereafter Total
Operating Leases:                            
Minimum Rent Payments (a) $5,478  $4,285  $4,431  $4,736  $4,729  $320,928  $344,587 
Other Long-Term Liabilities:                            
Deferred Compensation (b)  1,457   1,770   1,485   1,677   1,677   9,182   17,248 
2013:
Payments Due by Year (in thousands)
  2014 2015 2016 2017 2018 Thereafter Total
Operating Leases:  
  
  
  
    
  
Minimum Rent Payments (a) $14,518
 $14,935
 $15,084
 $14,961
 $14,830
 $869,687
 $944,015
Other Long-Term Liabilities:  
  
  
  
    
  
Deferred Compensation (b) 1,378
 1,705
 1,705
 1,705
 1,705
 5,596
 13,794

(a)
Minimum basic rent due for various office space the Operating PartnershipCompany leases and fixed base rent due on ground leases for four14 properties/parcels.
(b)Estimated payments to EQR’sthe Company's Chairman, Vice Chairman and twoone former CEO’sCEO based on actual and planned retirement dates.
19.Reportable Segments
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 separatediscrete financial information is available that is evaluated regularly by senior management. Senior managementthe chief operating decision maker. The chief operating decision maker decides how resources are allocated and assesses performance on a monthly basis.recurring basis at least quarterly.

The Operating Partnership’sCompany’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. Senior managementThe chief operating decision maker evaluates the Company's operating performance of each of our apartment communities individually and geographically by market and both on a same store and non-same store basis; however, each of our apartment communities generally has similar economic characteristics, residents, products and services.basis. The Operating Partnership’sCompany’s operating segments located in its core markets represent its reportable segments (with the aggregation of Los Angeles, Orange County and San Diego into the Southern California reportable segment). The Company's operating segments located in its non-core markets that are not material have also been aggregated by geography in a manner identical to that which is provided to its chief operating decision maker.the tables presented below.

The Operating Partnership’sCompany’s fee and asset management and development (including its partially owned properties), condominium conversion and corporate housing (Equity Corporate Housing or “ECH”) activities are immaterial andother business activities that do not individually meet the threshold requirements of a reportableconstitute an operating segment and as such, have been aggregated in the “Other” segment"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 Operating Partnership’sCompany’s total revenues during the three years ended December 31, 2010, 20092013, 2012 or 2008.2011.
The primary financial measure for the Operating Partnership’sCompany’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying consolidated statements of operations)operations and comprehensive income). The Operating PartnershipCompany 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 Operating Partnership’sCompany’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following tables present NOI for each segment from our rental real estate specific to continuing operations for the years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively, as well as total assets for the years ended and capital expenditures at December 31, 20102013 and 2009,2012, respectively (amounts in thousands):

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  Year Ended December 31, 2010 
  Northeast  Northwest  Southeast  Southwest  Other (3)  Total 
Rental income:                        
Same store (1) $574,147  $353,123  $383,475  $417,523  $—  $1,728,268 
Non-same store/other (2) (3)  112,747   18,042   9,271   33,456   84,259   257,775 
                   
Total rental income  686,894   371,165   392,746   450,979   84,259   1,986,043 
                         
Operating expenses:                        
Same store (1)  215,365   132,331   157,518   149,449   —   654,663 
Non-same store/other (2) (3)  54,780   7,950   4,126   15,136   69,823   151,815 
                   
Total operating expenses  270,145   140,281   161,644   164,585   69,823   806,478 
                         
NOI:                        
Same store (1)  358,782   220,792   225,957   268,074   —   1,073,605 
Non-same store/other (2) (3)  57,967   10,092   5,145   18,320   14,436   105,960 
                   
Total NOI $416,749  $230,884  $231,102  $286,394  $14,436  $1,179,565 
                   
                         
Total assets $6,211,534  $2,665,707  $2,602,318  $3,240,170  $1,464,465  $16,184,194 
                   
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  Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31, 2011
  Rental Income Operating Expenses NOI Rental Income Operating Expenses NOI Rental Income Operating Expenses NOI
Same store (1)  
  
  
  
  
  
  
  
  
  Boston $175,031
 $57,261
 $117,770
 $168,063
 $54,888
 $113,175
 $142,514
 $49,317
 $93,197
  Denver 100,425
 30,028
 70,397
 93,571
 28,204
 65,367
 99,681
 32,564
 67,117
  New York 286,345
 114,587
 171,758
 274,683
 109,667
 165,016
 254,441
 104,492
 149,949
  San Francisco 173,011
 59,104
 113,907
 159,535
 57,373
 102,162
 126,951
 43,627
 83,324
  Seattle 129,283
 43,718
 85,565
 122,267
 41,041
 81,226
 122,494
 45,275
 77,219
  South Florida 185,361
 69,891
 115,470
 177,675
 67,811
 109,864
 174,417
 66,838
 107,579
  Southern California 333,917
 107,346
 226,571
 320,749
 103,925
 216,824
 299,508
 98,907
 200,601
  Washington DC 253,056
 76,033
 177,023
 247,880
 75,580
 172,300
 240,755
 75,492
 165,263
  Non-core 132,851
 49,275
 83,576
 128,816
 48,548
 80,268
 310,688
 122,159
 188,529
Total same store 1,769,280
 607,243
 1,162,037
 1,693,239
 587,037
 1,106,202
 1,771,449
 638,671
 1,132,778
                   
Non-same store/other (2) (3)                
  Boston 61,139
 18,238
 42,901
 —
 —
 —
 8,115
 2,361
 5,754
  Denver 2,805
 744
 2,061
 1,325
 429
 896
 —
 1
 (1)
  New York 136,182
 43,055
 93,127
 14,611
 5,988
 8,623
 6,794
 366
 6,428
  San Francisco 119,749
 42,851
 76,898
 7,268
 3,022
 4,246
 3,889
 1,796
 2,093
  Seattle 19,462
 6,284
 13,178
 4,747
 1,510
 3,237
 6,012
 2,149
 3,863
  South Florida 2,653
 1,031
 1,622
 —
 —
 —
 14,488
 5,165
 9,323
  Southern California 74,123
 31,599
 42,524
 3,040
 1,179
 1,861
 30,539
 12,144
 18,395
  Washington DC 179,077
 58,759
 120,318
 13,124
 3,984
 9,140
 36,657
 11,373
 25,284
  Other (3) 13,534
 17,998
 (4,464) 575
 17,666
 (17,091) (3,477) 7,326
 (10,803)
  Properties sold in 2013 (4)—
 —
 —
 —
 —
 —
 (358,272) (116,699) (241,573)
Total non-same store/other608,724
 220,559
 388,165
 44,690
 33,778
 10,912
 (255,255) (74,018) (181,237)
Total $2,378,004
 $827,802
 $1,550,202
 $1,737,929
 $620,815
 $1,117,114
 $1,516,194
 $564,653
 $951,541

(1)
For the years ended December 31, 2013 and 2012, same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2012, less properties subsequently sold, which represented 80,247 apartment units. For the year ended December 31, 2011, same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 98,577 apartment units.
(2)
For the years ended December 31, 2013 and 2012, non-same store primarily includes properties acquired after January 1, 2012, plus any properties in lease-up and not stabilized as of January 1, 2012 . For the year ended December 31, 2011, non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.
(3)Other includes development and other corporate operations.
(4)Reflects discontinued operations for properties sold during 2013.





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  Year Ended December 31, 2013 Year Ended December 31, 2012
  Total Assets Capital Expenditures Total Assets Capital Expenditures
Same store (1)  
  
  
  
  Boston $1,087,370
 $15,630
 $1,133,098
 $22,592
  Denver 520,999
 5,330
 542,243
 4,593
  New York 2,678,546
 8,982
 2,742,346
 12,437
  San Francisco 968,840
 11,767
 999,267
 18,010
  Seattle 835,584
 6,398
 865,068
 6,892
  South Florida 1,157,283
 14,550
 1,193,506
 17,338
  Southern California 2,177,336
 16,580
 2,250,301
 17,747
  Washington DC 1,873,897
 10,069
 1,941,446
 15,426
  Non-core 645,418
 5,186
 674,360
 6,989
Total same store 11,945,273
 94,492
 12,341,635
 122,024

        
Non-same store/other (2) (3)        
  Boston 946,747
 2,097
 —
 —
  Denver 20,481
 54
 20,974
 5
  New York 2,092,454
 3,024
 406,013
 142
  San Francisco 1,824,550
 9,989
 178,339
 1,176
  Seattle 312,240
 1,598
 90,205
 67
  South Florida 50,414
 300
 —
 —
  Southern California 1,078,038
 3,975
 70,389
 141
  Washington DC 2,664,702
 14,877
 276,901
 1,062
  Other (3) 1,899,646
 5,410
 3,816,544
 28,211
Total non-same store/other 10,889,272
 41,324
 4,859,365
 30,804
Total $22,834,545
 $135,816
 $17,201,000
 $152,828

(1)
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2009,2012, less properties subsequently sold, which represented 112,04280,247 apartment units.
(2)
Non-same store primarily includes properties acquired after January 1, 2009,2012, plus any properties in lease-up and not stabilized as of January 1, 2009.2012.
(3)
Other includes ECH, development condominium conversion overhead of $0.6 million and other corporate operations. Also reflects a $10.5 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.
                         
  Year Ended December 31, 2009 
  Northeast  Northwest  Southeast  Southwest  Other (3)  Total 
Rental income:                        
Same store (1) $566,518  $357,502  $383,239  $423,076  $—  $1,730,335 
Non-same store/other (2) (3)  23,195   2,010   4,268   16,985   69,364   115,822 
                   
Total rental income  589,713   359,512   387,507   440,061   69,364   1,846,157 
                         
Operating expenses:                        
Same store (1)  211,352   129,696   158,977   148,483   —   648,508 
Non-same store/other (2) (3)  12,798   1,851   1,727   9,418   68,692   94,486 
                   
Total operating expenses  224,150   131,547   160,704   157,901   68,692   742,994 
                         
NOI:                        
Same store (1)  355,166   227,806   224,262   274,593   —   1,081,827 
Non-same store/other (2) (3)  10,397   159   2,541   7,567   672   21,336 
                   
Total NOI $365,563  $227,965  $226,803  $282,160  $672  $1,103,163 
                   
                         
Total assets $5,435,072  $2,474,775  $2,674,499  $2,971,396  $1,861,773  $15,417,515 
                   

(1)Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2009, less properties subsequently sold, which represented 112,042 apartment units.
(2)Non-same store primarily includes properties acquired after January 1, 2009, plus any properties in lease-up and not stabilized as of January 1, 2009.
(3)Other includes ECH, development, condominium conversion overhead of $1.4 million and other corporate operations. Also reflects a $9.6 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.

F-42

                         
  Year Ended December 31, 2008 
  Northeast  Northwest  Southeast  Southwest  Other (3)  Total 
Rental income:                        
Same store (1) $553,712  $372,197  $407,871  $444,403  $—  $1,778,183 
Non-same store/other (2) (3)  37,000   18,347   6,090   23,400   101,934   186,771 
Properties sold in 2010 (4)  —   —   —   —   (88,681)  (88,681)
                   
Total rental income  590,712   390,544   413,961   467,803   13,253   1,876,273 
                         
Operating expenses:                        
Same store (1)  199,673   128,448   166,022   150,980   —   645,123 
Non-same store/other (2) (3)  16,806   7,664   2,995   14,363   101,742   143,570 
Properties sold in 2010 (4)  —   —   —   —   (31,205)  (31,205)
                   
Total operating expenses  216,479   136,112   169,017   165,343   70,537   757,488 
                         
NOI:                        
Same store (1)  354,039   243,749   241,849   293,423   —   1,133,060 
Non-same store/other (2) (3)  20,194   10,683   3,095   9,037   192   43,201 
Properties sold in 2010 (4)  —   —   —   —   (57,476)  (57,476)
                   
Total NOI $374,233  $254,432  $244,944  $302,460  $(57,284) $1,118,785 
                   
(1)Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2008, less properties subsequently sold, which represented 113,598 apartment units.
(2)Non-same store primarily includes properties acquired after January 1, 2008, plus any properties in lease-up and not stabilized as of January 1, 2008.
(3)Other includes ECH, development, condominium conversion overhead of $2.8 million and other corporate operations. Also reflects a $13.6 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.
(4)Reflects discontinued operations for properties sold during 2010.
Note: MarketsMarkets/Metro Areas included in the above geographicSouthern California and Non-core segments are as follows:
(a)Northeast(a) Southern California – New England (excluding Boston), Boston, New York Metro, DC Northern Virginia and Suburban Maryland.
(b)Northwest – Denver, Portland, San Francisco Bay Area and Seattle/Tacoma.
(c)Southeast – Atlanta, Jacksonville, Orlando, South Florida and Tampa.
(d)Southwest – Albuquerque, Inland Empire, Los Angeles, Orange County Phoenix and San Diego.
(b) Non-core – Inland Empire, CA, New England (excluding Boston), Orlando and Phoenix.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively (amounts in thousands):
             
  Year Ended December 31, 
  2010  2009  2008 
Rental income $1,986,043  $1,846,157  $1,876,273 
Property and maintenance expense  (498,634)  (464,809)  (485,754)
Real estate taxes and insurance expense  (226,718)  (206,247)  (194,671)
Property management expense  (81,126)  (71,938)  (77,063)
          
Total operating expenses  (806,478)  (742,994)  (757,488)
          
Net operating income $1,179,565  $1,103,163  $1,118,785 
          
20.Subsequent Events/Other
  Year Ended December 31,
  2013 2012 2011
Rental income $2,378,004
 $1,737,929
 $1,516,194
Property and maintenance expense (449,461) (332,190) (304,380)
Real estate taxes and insurance expense (293,999) (206,723) (178,406)
Property management expense (84,342) (81,902) (81,867)
Total operating expenses (827,802) (620,815) (564,653)
Net operating income $1,550,202
 $1,117,114
 $951,541




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Table of Contents


Subsequent Events
18.Subsequent to December 31, 2010, the Operating Partnership:Events/Other
Subsequent Events
•Acquired two apartment properties consisting of 521 apartment units for $137.1 million;
•Sold two consolidated apartment properties consisting of 600 apartment units for $32.7 million;
•Repaid $173.0 million in mortgage loans;
•Issued 3.0 million Common Shares at an average price of $50.84 per share for total consideration of $154.5 million under EQR’s ATM share offering program; and
•Increased its availability for issuance under EQR’s ATM share offering program to 10,000,000 

F-43

Common Shares.
Other
     During the year ended Subsequent to December 31, 2010,2013, the Operating Partnership recorded a $45.4 million non-cash asset impairment charge on two parcelsCompany:
Acquired one property consisting of land held430 apartments units for development as a result of changes in the Operating Partnership’s future plans for those parcels. The Operating Partnership now intends to sell one parcel in the near term and contemplates a joint venture structure for the other, necessitating this impairment charge. During the year ended December 31, 2009, the Operating Partnership recorded an $11.1 million non-cash asset impairment charge on a parcel of land held for development. During the year ended December 31, 2008, the Operating Partnership recorded $116.4 million of non-cash asset impairment charges on land held for development related to five potential development projects that will no longer be pursued. These charges were the result of an analysis of each parcel’s estimated fair value (determined using internally developed models that were based on market assumptions and comparable sales data) compared to its current capitalized carrying value. The market assumptions used as inputs to the Operating Partnership’s fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields, along with the Operating Partnership’s current plans for each individual asset. The Operating Partnership uses data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs.$143.0 million.
Other
During the years ended December 31, 2010, 20092013, 2012 and 2008,2011, the Operating PartnershipCompany incurred charges of $6.6$0.3 million $1.7, $7.0 million and $0.2$7.7 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on the acquisition of operating properties (excluding the Archstone Transaction) and $5.3$5.2 million $4.8, $9.0 million and $5.6$5.1 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs, totaling $11.9$5.5 million $6.5, $16.0 million and $5.8$12.8 million, respectively, are included in other expenses in the accompanying consolidated statements of operations.operations and comprehensive income. See Note 4 for details on the property acquisition costs related to the Archstone Transaction.

During the year ended December 31, 2012, the Company settled a dispute with the owners of a land parcel for $4.2 million, which is included in other expenses in the accompanying consolidated statements of operations and comprehensive income.
In June 2012, the Company received $150.0 million in Archstone-related termination fees subject to certain contingencies. Consistent with the resolution of these contingencies, the Company recognized $70.0 million of these fees as interest and other income in July 2012 and recognized the remaining $80.0 million as interest and other income in October 2012.

During the year ended December 31, 2013, the Company sold a technology investment it had previously written off, receiving proceeds of $2.1 million that were recorded as a realized gain on sale. During the year ended December 31, 2008,2011, the Operating Partnership recognized $0.7Company received $4.5 million for the termination of forfeited deposits for various terminated transactions, which are includedits royalty participation in interest and other income. During the year ended December 31, 2010, an arbitration panel awarded commissions, interest and costs in the amount of $1.7 million to the listing and marketing agent related to 38 potential condo sales at one of the Operating Partnership’s properties.LRO/Rainmaker, a revenue management system. In addition, during 2010, 2009 and 2008,2011, the Operating PartnershipCompany received $5.2$0.8 million $0.2 million and $1.7 million, respectively, for the settlement of various litigation/insurance claims, whichclaims. All of the above amounts are included in interest and other income in the accompanying consolidated statements of operations.operations and comprehensive income.
     On July 16, 2010, a portion of the parking garage collapsed at one of the Operating Partnership’s rental properties (Prospect Towers in Hackensack, New Jersey). The Operating Partnership estimates that the costs related to such collapse (both expensed and capitalized), including providing for residents’ interim needs, lost revenue and garage reconstruction, will be approximately $12.0 million, after insurance reimbursements of $8.0 million. Costs to rebuild the garage will be capitalized as incurred. Other costs, like those to accommodate displaced residents, lost revenue due to a portion of the property being temporarily unavailable for occupancy and legal costs, will reduce earnings as they are incurred. Generally, insurance proceeds will be recorded as increases to earnings as they are received. An impairment charge of $1.3 million was recognized to write-off the net book value of the collapsed garage.
During the year ended December 31, 2010,2011, the Operating Partnership receivedCompany disposed of its corporate housing business for a sales price of approximately $4.0$4.0 million in insurance proceeds, of which fully offset the impairment chargeCompany provided $2.0 million of seller financing to the buyer. At the time of sale, the full amount of the seller financing was reserved against and partially offset expensesthe related gain was deferred. During the year ended December 31, 2013, the Company collected $1.5 million, which represented its final reimbursement of $5.5the $2.0 million that were recorded relating to this lossof seller financing. During the years ended December 31, 2012 and are included in real estate taxes2011, the Company collected $0.3 million and insurance$0.2 million, respectively, on the consolidated statementsnote receivable. The Company has recognized a cumulative net gain on the sale of operations.approximately $2.9 million.
21.Quarterly Financial Data (Unaudited)
19.Quarterly Financial Data (Unaudited)

Equity Residential
The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. All amounts have also been restated in accordance with the guidance on discontinued operations and reflect dispositions and/or properties held for sale through December 31, 2010.2013. Amounts are in thousands, except for per Unitshare amounts.

F-44


                 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
2010 3/31  6/30  9/30  12/31 
Total revenues (1) $472,082  $494,541  $511,772  $517,124 
Operating income (1)  112,382   115,247   121,047   93,325 
(Loss) income from continuing operations (1)  (7,267)  4,714   14,930   (32,221)
Discontinued operations, net (1)  65,123   5,375   14,896   230,433 
Net income *  57,856   10,089   29,826   198,212 
Net income available to Units  54,486   6,656   26,397   194,802 
Earnings per Unit — basic:                
Net income available to Units $0.18  $0.02  $0.09  $0.65 
Weighted average Units outstanding  294,450   295,898   296,348   299,363 
Earnings per Unit — diluted:                
Net income available to Units $0.18  $0.02  $0.09  $0.65 
Weighted average Units outstanding  294,450   299,642   300,379   299,363 
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Table of Contents


  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2013 3/31 6/30 9/30 12/31
Total revenues (1) $504,722
 $617,217
 $626,629
 $639,134
Operating income (1) 104,246
 63,977
 120,396
 223,669
(Loss) income from continuing operations (1) (165,339) (58,511) (13,465) 69,141
Discontinued operations, net (1) 1,226,373
 395,243
 405,182
 46,729
Net income * 1,061,034
 336,732
 391,717
 115,870
Net income available to Common Shares 1,016,650
 323,723
 376,155
 109,940
Earnings per share – basic:        
Net income available to Common Shares $3.01
 $0.90
 $1.05
 $0.31
Weighted average Common Shares outstanding 337,532
 359,653
 359,811
 359,919
Earnings per share – diluted:        
Net income available to Common Shares $3.01
 $0.90
 $1.05
 $0.30
Weighted average Common Shares outstanding 337,532
 359,653
 359,811
 375,860

(1)
The amounts presented for the first three quarters of 20102013 are not equal to the same amounts previously reported in the respective Form 10-Q’s filed with the SEC for each period as a result of changes in discontinued operations due to additional property sales which occurred throughout 2010.2013. Below is a reconciliation to the amounts previously reported:
             
  First  Second  Third 
  Quarter  Quarter  Quarter 
2010 3/31  6/30  9/30 
Total revenues previously reported in Form 10-Q $488,690  $510,937  $527,356 
Total revenues subsequently reclassified to discontinued operations  (16,608)  (16,396)  (15,584)
          
Total revenues disclosed in Form 10-K $472,082  $494,541  $511,772 
          
             
Operating income previously reported in Form 10-Q $118,596  $121,529  $127,196 
Operating income subsequently reclassified to discontinued operations  (6,214)  (6,282)  (6,149)
          
Operating income disclosed in Form 10-K $112,382  $115,247  $121,047 
          
             
(Loss) income from continuing operations previously reported in Form 10-Q $(2,208) $9,406  $19,884 
Income from continuing operations subsequently reclassified to discontinued operations  (5,059)  (4,692)  (4,954)
          
(Loss) income from continuing operations disclosed in Form 10-K $(7,267) $4,714  $14,930 
          
             
Discontinued operations, net previously reported in Form 10-Q $60,064  $683  $9,942 
Discontinued operations, net from properties sold subsequent to the respective reporting period  5,059   4,692   4,954 
          
Discontinued operations, net disclosed in Form 10-K $65,123  $5,375  $14,896 
          

                 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
2009 3/31  6/30  9/30  12/31 
Total revenues (2) $466,177  $464,225  $464,827  $461,274 
Operating income (2)  126,283   120,661   122,703   126,954 
Income (loss) from continuing operations (2)  7,858   7,813   4,256   (16,996)
Discontinued operations, net (2)  77,563   98,119   139,109   64,307 
Net income *  85,421   105,932   143,365   47,311 
Net income available to Units  81,866   102,314   140,061   43,858 
Earnings per Unit — basic:                
Net income available to Units $0.28  $0.35  $0.48  $0.15 
Weighted average Units outstanding  288,710   288,990   289,262   289,693 
Earnings per Unit — diluted:                
Net income available to Units $0.28  $0.35  $0.48  $0.15 
Weighted average Units outstanding  288,853   289,338   290,215   289,693 

F-45

  First
Quarter		 Second
Quarter		 Third
Quarter
2013 3/31 6/30 9/30
Total revenues previously reported in Form 10-Q $539,162
 $635,078
 $629,446
Total revenues subsequently reclassified to discontinued operations (34,440) (17,861) (2,817)
Total revenues disclosed in Form 10-K $504,722
 $617,217
 $626,629
       
Operating income previously reported in Form 10-Q $117,529
 $71,033
 $121,394
Operating income subsequently reclassified to discontinued operations (13,283) (7,056) (998)
Operating income disclosed in Form 10-K $104,246
 $63,977
 $120,396
       
(Loss) from continuing operations previously reported in Form 10-Q $(153,352) $(51,455) $(12,467)
(Loss) from continuing operations subsequently reclassified to discontinued
operations		 (11,987) (7,056) (998)
(Loss) from continuing operations disclosed in Form 10-K $(165,339) $(58,511) $(13,465)
       
Discontinued operations, net previously reported in Form 10-Q $1,214,386
 $388,187
 $404,184
Discontinued operations, net from properties sold subsequent to the respective
reporting period		 11,987
 7,056
 998
Discontinued operations, net disclosed in Form 10-K $1,226,373
 $395,243
 $405,182

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Table of Contents


  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2012 3/31 6/30 9/30 12/31
Total revenues (2) $414,037
 $431,910
 $449,072
 $452,483
Operating income (2) 102,110
 121,745
 142,020
 148,247
(Loss) income from continuing operations (2) (25,394) (6,340) 91,269
 100,763
Discontinued operations, net (2) 177,561
 114,655
 145,054
 283,636
Net income * 152,167
 108,315
 236,323
 384,399
Net income available to Common Shares 141,833
 99,797
 218,603
 365,979
Earnings per share – basic:        
Net income available to Common Shares $0.47
 $0.33
 $0.73
 $1.18
Weighted average Common Shares outstanding 298,805
 300,193
 301,336
 310,398
Earnings per share – diluted:        
Net income available to Common Shares $0.47
 $0.33
 $0.72
 $1.17
Weighted average Common Shares outstanding 298,805
 300,193
 318,773
 327,108

(2)
The amounts presented for the four quarters of 20092012 are not equal to the same amounts previously reported in either the Form 8-K filed with the SEC on September 14, 2010June 17, 2013 (for the first second and fourth quarters of 2009) or in2012), the second quarter 2013 Form 10-Q filed with the SEC on August 8, 2013 (for the second quarter of 2012) and the third quarter 20102013 Form 10-Q filed with the SEC on November 4, 20107, 2013 (for the third quarter of 2009) primarily2012) as a result of changes in discontinued operations due to additional property sales which occurred throughout 2010.2013. Below is a reconciliation to the amounts previously reported:
                 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
2009 3/31  6/30  9/30  12/31 
Total revenues previously reported in September 2010 Form 8-K/Form 10-Q $482,475  $480,333  $480,241  $477,365 
Total revenues subsequently reclassified to discontinued operations  (16,298)  (16,108)  (15,414)  (16,091)
             
Total revenues disclosed in Form 10-K $466,177  $464,225  $464,827  $461,274 
             
                 
Operating income previously reported in September 2010 Form 8-K/Form 10-Q $132,245  $126,944  $128,655  $133,239 
Operating income subsequently reclassified to discontinued operations  (5,962)  (6,283)  (5,952)  (6,285)
             
Operating income disclosed in Form 10-K $126,283  $120,661  $122,703  $126,954 
             
                 
Income (loss) from continuing operations previously reported in September 2010 Form 8-K/Form 10-Q $11,948  $12,339  $9,029  $(13,146)
Income from continuing operations subsequently reclassified to discontinued operations  (4,090)  (4,526)  (4,773)  (3,850)
             
Income (loss) from continuing operations disclosed in Form 10-K $7,858  $7,813  $4,256  $(16,996)
             
                 
Discontinued operations, net previously reported in September 2010 Form 8-K/Form 10-Q $73,473  $93,593  $134,336  $60,457 
Discontinued operations, net from properties sold subsequent to the respective reporting period  4,090   4,526   4,773   3,850 
             
Discontinued operations, net disclosed in Form 10-K $77,563  $98,119  $139,109  $64,307 
             

  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2012 3/31 6/30 9/30 12/31
Total revenues previously reported in June 2013 Form 8-K/Form 10-Q $446,448
 $448,351
 $451,699
 $485,868
Total revenues subsequently reclassified to discontinued operations (32,411) (16,441) (2,627) (33,385)
Total revenues disclosed in Form 10-K $414,037
 $431,910
 $449,072
 $452,483
         
Operating income previously reported in June 2013 Form 8-K/Form
   10-Q
 $114,476
 $128,560
 $142,932
 $162,109
Operating income subsequently reclassified to discontinued
operations		 (12,366) (6,815) (912) (13,862)
Operating income disclosed in Form 10-K $102,110
 $121,745
 $142,020
 $148,247
         
(Loss) income from continuing operations previously reported in
    June 2013 Form 8-K/Form 10-Q
 $(13,426) $474
 $92,181
 $114,239
Income from continuing operations subsequently reclassified to
discontinued operations		 (11,968) (6,814) (912) (13,476)
(Loss) income from continuing operations disclosed in Form 10-K $(25,394) $(6,340) $91,269
 $100,763
         
Discontinued operations, net previously reported in June 2013
    Form 8-K/Form 10-Q
 $165,593
 $107,841
 $144,142
 $270,160
Discontinued operations, net from properties sold subsequent to the
respective reporting period		 11,968
 6,814
 912
 13,476
Discontinued operations, net disclosed in Form 10-K $177,561
 $114,655
 $145,054
 $283,636
* The Company did not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2013 and 2012. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net income amounts disclosed above.

ERP Operating Limited Partnership

The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. All amounts have also been restated in accordance with the guidance on discontinued operations and reflect dispositions and/or properties held for sale through December 31, 2013. Amounts are in thousands, except for per Unit amounts.


F-65
Table of Contents


  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2013 3/31 6/30 9/30 12/31
Total revenues (1) $504,722
 $617,217
 $626,629
 $639,134
Operating income (1) 104,246
 63,977
 120,396
 223,669
(Loss) income from continuing operations (1) (165,339) (58,511) (13,465) 69,141
Discontinued operations, net (1) 1,226,373
 395,243
 405,182
 46,729
Net income * 1,061,034
 336,732
 391,717
 115,870
Net income available to Units 1,059,973
 336,511
 390,991
 114,271
Earnings per Unit – basic:  
  
  
  
Net income available to Units $3.01
 $0.90
 $1.05
 $0.31
Weighted average Units outstanding 351,255
 373,403
 373,547
 373,643
Earnings per Unit – diluted:  
    
  
Net income available to Units $3.01
 $0.90
 $1.05
 $0.30
Weighted average Units outstanding 351,255
 373,403
 373,547
 375,860

*(1)
The Operating Partnership didamounts presented for the first three quarters of 2013 are not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2010 and 2009. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net incomesame amounts disclosed above.previously reported in the respective Form 10-Q’s filed with the SEC for each period as a result of changes in discontinued operations due to additional property sales which occurred throughout 2013. Below is a reconciliation to the amounts previously reported:

F-46


  First
Quarter		 Second
Quarter		 Third
Quarter
2013 3/31 6/30 9/30
Total revenues previously reported in Form 10-Q $539,162
 $635,078
 $629,446
Total revenues subsequently reclassified to discontinued operations (34,440) (17,861) (2,817)
Total revenues disclosed in Form 10-K $504,722
 $617,217
 $626,629
       
Operating income previously reported in Form 10-Q $117,529
 $71,033
 $121,394
Operating income subsequently reclassified to discontinued operations (13,283) (7,056) (998)
Operating income disclosed in Form 10-K $104,246
 $63,977
 $120,396
       
(Loss) from continuing operations previously reported in Form 10-Q $(153,352) $(51,455) $(12,467)
(Loss) from continuing operations subsequently reclassified to discontinued
operations		 (11,987) (7,056) (998)
(Loss) from continuing operations disclosed in Form 10-K $(165,339) $(58,511) $(13,465)
       
Discontinued operations, net previously reported in Form 10-Q $1,214,386
 $388,187
 $404,184
Discontinued operations, net from properties sold subsequent to the respective
reporting period		 11,987
 7,056
 998
Discontinued operations, net disclosed in Form 10-K $1,226,373
 $395,243
 $405,182

F-66
Table of Contents


  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2012 3/31 6/30 9/30 12/31
Total revenues (2) $414,037
 $431,910
 $449,072
 $452,483
Operating income (2) 102,110
 121,745
 142,020
 148,247
(Loss) income from continuing operations (2) (25,394) (6,340) 91,269
 100,763
Discontinued operations, net (2) 177,561
 114,655
 145,054
 283,636
Net income * 152,167
 108,315
 236,323
 384,399
Net income available to Units 148,251
 104,529
 229,099
 382,974
Earnings per Unit – basic:  
  
  
  
Net income available to Units $0.47
 $0.33
 $0.73
 $1.18
Weighted average Units outstanding 312,011
 314,255
 315,513
 324,364
Earnings per Unit – diluted:  
  
  
  
Net income available to Units $0.47
 $0.33
 $0.72
 $1.17
Weighted average Units outstanding 312,011
 314,255
 318,773
 327,108

(2)
The amounts presented for the four quarters of 2012 are not equal to the same amounts previously reported in the Form 8-K filed with the SEC on June 17, 2013 (for the first and fourth quarters of 2012), the second quarter 2013 Form 10-Q filed with the SEC on August 8, 2013 (for the second quarter of 2012) and the third quarter 2013 Form 10-Q filed with the SEC on November 7, 2013 (for the third quarter of 2012) as a result of changes in discontinued operations due to additional property sales which occurred throughout 2013. Below is a reconciliation to the amounts previously reported:
  First
Quarter		 Second
Quarter		 Third
Quarter		 Fourth
Quarter
2012 3/31 6/30 9/30 12/31
Total revenues previously reported in June 2013 Form 8-K/Form
10-Q		 $446,448
 $448,351
 $451,699
 $485,868
Total revenues subsequently reclassified to discontinued operations (32,411) (16,441) (2,627) (33,385)
Total revenues disclosed in Form 10-K $414,037
 $431,910
 $449,072
 $452,483
         
Operating income previously reported in June 2013 Form 8-K/Form
10-Q		 $114,476
 $128,560
 $142,932
 $162,109
Operating income subsequently reclassified to discontinued
operations		 (12,366) (6,815) (912) (13,862)
Operating income disclosed in Form 10-K $102,110
 $121,745
 $142,020
 $148,247
         
(Loss) income from continuing operations previously reported in
June 2013 Form 8-K/Form 10-Q		 $(13,426) $474
 $92,181
 $114,239
Income from continuing operations subsequently reclassified to
discontinued operations		 (11,968) (6,814) (912) (13,476)
(Loss) income from continuing operations disclosed in Form 10-K $(25,394) $(6,340) $91,269
 $100,763
         
Discontinued operations, net previously reported in June 2013 Form
8-K/Form 10-Q		 $165,593
 $107,841
 $144,142
 $270,160
Discontinued operations, net from properties sold subsequent to the
respective reporting period		 11,968
 6,814
 912
 13,476
Discontinued operations, net disclosed in Form 10-K $177,561
 $114,655
 $145,054
 $283,636
* The Operating Partnership did not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2013 and 2012. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net income amounts disclosed above.


F-67
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EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
Overall Summary
December 31, 2010
                         
          Investment in Real  Accumulated  Investment in Real    
  Properties (H)  Units (H)  Estate, Gross  Depreciation  Estate, Net  Encumbrances 
 
Wholly Owned Unencumbered  288   80,239  $12,555,402,637  $(2,847,912,228) $9,707,490,409  $— 
Wholly Owned Encumbered  137   39,395   6,016,421,350   (1,346,626,508)  4,669,794,842   2,595,245,052 
Portfolio/Entity Encumbrances (1)  —   —   —   —   —   1,417,683,780 
                   
Wholly Owned Properties
  425   119,634   18,571,823,987   (4,194,538,736)  14,377,285,251   4,012,928,832 
                         
Partially Owned Unencumbered  —   —   25,130,204   —   25,130,204   — 
Partially Owned Encumbered  24   5,232   1,105,416,801   (142,817,905)  962,598,896   749,967,053 
                   
Partially Owned Properties
  24   5,232   1,130,547,005   (142,817,905)  987,729,100   749,967,053 
                         
Total Unencumbered Properties  288   80,239   12,580,532,841   (2,847,912,228)  9,732,620,613   — 
Total Encumbered Properties  161   44,627   7,121,838,151   (1,489,444,413)  5,632,393,738   4,762,895,885 
                   
Total Consolidated Investment in Real Estate
  449   124,866  $19,702,370,992  $(4,337,356,641) $15,365,014,351  $4,762,895,885 
                   
2013
 Properties (H) Units (H) Investment in Real Estate, Gross 
Accumulated
Depreciation
 Investment in Real Estate, Net Encumbrances
Wholly Owned Unencumbered253
 67,220
 $17,386,901,834
 $(3,177,396,618) $14,209,505,216
 $—
Wholly Owned Encumbered112
 32,101
 8,397,867,526
 (1,457,510,357) 6,940,357,169
 2,703,534,549
Portfolio/Entity Encumbrances (1)—
 —
 —
 —
 —
 2,135,958,561
Wholly Owned Properties365
 99,321
 25,784,769,360
 (4,634,906,975) 21,149,862,385
 4,839,493,110
            
Partially Owned Unencumbered8
 1,505
 573,312,560
 (69,955,775) 503,356,785
 —
Partially Owned Encumbered11
 2,247
 442,866,480
 (102,846,572) 340,019,908
 334,672,310
Partially Owned Properties19
 3,752
 1,016,179,040
 (172,802,347) 843,376,693
 334,672,310
            
Total Unencumbered Properties261
 68,725
 17,960,214,394
 (3,247,352,393) 14,712,862,001
 —
Total Encumbered Properties123
 34,348
 8,840,734,006
 (1,560,356,929) 7,280,377,077
 5,174,165,420
Total Consolidated Investment in Real Estate384
 103,073
 $26,800,948,400
 $(4,807,709,322) $21,993,239,078
 $5,174,165,420

(1)See attached Encumbrances Reconciliation.

S-1






















S-1
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
Encumbrances Reconciliation
December 31, 2010
             
  Number of       
  Properties  See Properties    
Portfolio/Entity Encumbrances Encumbered by  With Note:  Amount 
EQR-Bond Partnership  6   I  $51,670,000 
EQR-Fanwell 2007 LP  7   J   223,138,000 
EQR-Wellfan 2008 LP (R)  15   K   550,000,000 
EQR-SOMBRA 2008 LP  18   L   543,000,000(1)
Other  —   —   49,875,780(1)
            
 
Portfolio/Entity Encumbrances
  46       1,417,683,780 
 
Individual Property Encumbrances
          3,345,212,105 
            
 
Total Encumbrances per Financial Statements
         $4,762,895,885 
            
2013
(1)Temporary letters of credit supported by the Operating Partnership’s revolving credit facility and/or a temporary guaranty from the Operating Partnership were posted as collateral in place of sold properties. Property substitutions closed in January 2011 and the letters of credit and guaranty were terminated.

S-2

Portfolio/Entity Encumbrances 
Number of
Properties Encumbered by
 See Properties With Note: Amount
EQR-Fanwell 2007 LP 6 I $300,000,000
EQR-Wellfan 2008 LP (R) 14 J 550,000,000
ASN-Fannie Mae 3 5 K 485,958,561
Archstone Master Property Holdings LLC 13 L 800,000,000
Portfolio/Entity Encumbrances 38   2,135,958,561
Individual Property Encumbrances     3,038,206,859
Total Encumbrances per Financial Statements     $5,174,165,420




























S-2
Table of Contents


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, 2010, 20092013, 2012 and 20082011 are as follows:
             
  2010  2009  2008 
Balance, beginning of year $18,465,144  $18,690,239  $18,333,350 
Acquisitions and development  1,789,948   512,977   995,026 
Improvements  141,199   125,965   172,165 
Dispositions and other  (693,920)  (864,037)  (810,302)
          
Balance, end of year $19,702,371  $18,465,144  $18,690,239 
          
 2013 2012 2011
Balance, beginning of year$21,008,429
 $20,407,946
 $19,702,371
Acquisitions and development9,273,492
 1,250,633
 1,721,895
Improvements139,950
 161,460
 151,476
Dispositions and other(3,620,923) (811,610) (1,167,796)
Balance, end of year$26,800,948
 $21,008,429
 $20,407,946

The changes in accumulated depreciation for the years ended December 31, 2010, 20092013, 2012 and 20082011 are as follows:
             
  2010  2009  2008 
Balance, beginning of year $3,877,564  $3,561,300  $3,170,125 
Depreciation  673,403   600,375   602,908 
Dispositions and other  (213,610)  (284,111)  (211,733)
          
Balance, end of year $4,337,357  $3,877,564  $3,561,300 
          

S-3

 2013 2012 2011
Balance, beginning of year$4,912,221
 $4,539,583
 $4,337,357
Depreciation1,013,353
 684,992
 663,616
Dispositions and other(1,117,865) (312,354) (461,390)
Balance, end of year$4,807,709
 $4,912,221
 $4,539,583



S-3
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
ERPOP Wholly Owned Unencumbered:
                                                
500 West 23rd Street (fka 10 Chelsea) New York, NY (F)  —  $—  $27,382,360  $—  $—  $—  $27,382,360  $27,382,360  $—  $27,382,360  $— 
1210 Mass Washington, D.C. (G) 2004  144   9,213,512   36,559,189   —   285,543   9,213,512   36,844,732   46,058,244   (7,702,999)  38,355,245   — 
1401 Joyce on Pentagon Row Arlington, VA 2004  326   9,780,000   89,680,000   —   163,567   9,780,000   89,843,567   99,623,567   (7,954,463)  91,669,104   — 
1660 Peachtree Atlanta, GA 1999  355   7,924,126   23,602,563   —   2,032,029   7,924,126   25,634,592   33,558,718   (7,213,204)  26,345,514   — 
2201 Pershing Drive Arlington, VA (F)  —   12,054,081   2,652,636   —   —   12,054,081   2,652,636   14,706,717   —   14,706,717   — 
2400 M St Washington, D.C. (G) 2006  359   30,006,593   114,013,785   —   732,059   30,006,593   114,745,844   144,752,437   (21,822,792)  122,929,645   — 
420 East 80th Street New York, NY 1961  155   39,277,000   23,026,984   —   2,501,381   39,277,000   25,528,365   64,805,365   (5,980,711)  58,824,654   — 
425 Mass Washington, D.C. (G) 2009  559   28,150,000   138,600,000   —   1,953,014   28,150,000   140,553,014   168,703,014   (4,494,218)  164,208,796   — 
600 Washington New York, NY (G) 2004  135   32,852,000   43,140,551   —   195,058   32,852,000   43,335,609   76,187,609   (9,485,348)  66,702,261   — 
70 Greene Jersey City, NJ (G) 2010  480   28,170,659   239,232,094   —   103,450   28,170,659   239,335,544   267,506,203   (6,599,249)  260,906,954   — 
71 Broadway New York, NY (G) 1997  238   22,611,600   77,492,171   —   2,960,860   22,611,600   80,453,031   103,064,631   (17,989,358)  85,075,273   — 
777 Sixth New York, NY (G) 2002  294   65,352,706   65,747,294   —   282,143   65,352,706   66,029,437   131,382,143   (8,432,644)  122,949,499   — 
Abington Glen Abington, MA 1968  90   553,105   3,697,396   —   2,359,072   553,105   6,056,468   6,609,573   (2,794,784)  3,814,789   — 
Acacia Creek Scottsdale, AZ 1988-1994  304   3,663,473   21,172,386   —   2,814,423   3,663,473   23,986,809   27,650,282   (11,190,829)  16,459,453   — 
Arden Villas Orlando, FL 1999  336   5,500,000   28,600,796   —   3,182,624   5,500,000   31,783,420   37,283,420   (8,171,582)  29,111,838   — 
Arlington at Perimeter Center Atlanta, GA 1980  204   2,448,000   8,099,110   —   114,675   2,448,000   8,213,785   10,661,785   (1,300,791)  9,360,994   — 
Ashton, The Corona Hills, CA 1986  492   2,594,264   33,042,398   —   5,966,954   2,594,264   39,009,352   41,603,616   (18,806,334)  22,797,282   — 
Audubon Village Tampa, FL 1990  447   3,576,000   26,121,909   —   4,114,611   3,576,000   30,236,520   33,812,520   (13,268,213)  20,544,307   — 
Auvers Village Orlando, FL 1991  480   3,808,823   29,322,243   —   6,216,049   3,808,823   35,538,292   39,347,115   (15,974,356)  23,372,759   — 
Avenue Royale Jacksonville, FL 2001  200   5,000,000   17,785,388   —   917,456   5,000,000   18,702,844   23,702,844   (4,583,891)  19,118,953   — 
Avon Place, LLC Avon, CT 1973  163   1,788,943   12,440,003   —   1,531,391   1,788,943   13,971,394   15,760,337   (4,990,349)  10,769,988   — 
Ball Park Lofts Denver, CO (G) 2003  343   5,481,556   51,658,740   —   2,708,015   5,481,556   54,366,755   59,848,311   (12,931,360)  46,916,951   — 
Barrington Place Oviedo, FL 1998  233   6,990,000   15,740,825   —   2,533,678   6,990,000   18,274,503   25,264,503   (6,000,104)  19,264,399   — 
Bay Hill Long Beach, CA 2002  160   7,600,000   27,437,239   —   740,325   7,600,000   28,177,564   35,777,564   (7,029,980)  28,747,584   — 
Bella Terra I Mukilteo, WA (G) 2002  235   5,686,861   26,070,540   —   667,419   5,686,861   26,737,959   32,424,820   (7,277,028)  25,147,792   — 
Bella Vista Phoenix, AZ 1995  248   2,978,879   20,641,333   —   3,393,449   2,978,879   24,034,782   27,013,661   (11,641,771)  15,371,890   — 
Bella Vista I, II, III Combined Woodland Hills, CA 2003-2007  579   31,682,754   121,095,785   —   1,390,256   31,682,754   122,486,041   154,168,795   (23,933,139)  130,235,656   — 
Belle Arts Condominium Homes, LLC Bellevue, WA 2000  1   63,158   248,929   —   (5,320)  63,158   243,609   306,767   —   306,767   — 
Beneva Place Sarasota, FL 1986  192   1,344,000   9,665,447   —   1,728,604   1,344,000   11,394,051   12,738,051   (5,284,608)  7,453,443   — 
Berkeley Land Berkeley, CA (F)  —   13,908,910   801,101   —   —   13,908,910   801,101   14,710,011   —   14,710,011   — 
Bermuda Cove Jacksonville, FL 1989  350   1,503,000   19,561,896   —   4,556,127   1,503,000   24,118,023   25,621,023   (11,324,915)  14,296,108   — 
Bishop Park Winter Park, FL 1991  324   2,592,000   17,990,436   —   3,646,274   2,592,000   21,636,710   24,228,710   (10,340,427)  13,888,283   — 
Bradford Apartments Newington, CT 1964  64   401,091   2,681,210   —   579,531   401,091   3,260,741   3,661,832   (1,301,744)  2,360,088   — 
Briar Knoll Apts Vernon, CT 1986  150   928,972   6,209,988   —   1,274,495   928,972   7,484,483   8,413,455   (3,030,004)  5,383,451   — 
Bridford Lakes II Greensboro, NC (F)  —   1,100,564   792,509   —   —   1,100,564   792,509   1,893,073   —   1,893,073   — 
Bridgewater at Wells Crossing Orange Park, FL 1986  288   2,160,000   13,347,549   —   2,010,434   2,160,000   15,357,983   17,517,983   (6,560,719)  10,957,264   — 
Brookside (MD) Frederick, MD 1993  228   2,736,000   7,934,069   —   2,157,009   2,736,000   10,091,078   12,827,078   (4,847,243)  7,979,835   — 
Brookside II (MD) Frederick, MD 1979  204   2,450,800   6,913,202   —   2,622,214   2,450,800   9,535,416   11,986,216   (4,965,160)  7,021,056   — 
Camellero Scottsdale, AZ 1979  348   1,924,900   17,324,593   —   5,445,971   1,924,900   22,770,564   24,695,464   (13,879,083)  10,816,381   — 
Carlyle Mill Alexandria, VA 2002  317   10,000,000   51,367,913   —   3,585,927   10,000,000   54,953,840   64,953,840   (15,384,028)  49,569,812   — 
Center Pointe Beaverton, OR 1996  264   3,421,535   15,708,853   —   2,605,275   3,421,535   18,314,128   21,735,663   (7,023,656)  14,712,007   — 
Centre Club Ontario, CA 1994  312   5,616,000   23,485,891   —   2,576,818   5,616,000   26,062,709   31,678,709   (9,857,007)  21,821,702   — 
Centre Club II Ontario, CA 2002  100   1,820,000   9,528,898   —   539,590   1,820,000   10,068,488   11,888,488   (3,186,170)  8,702,318   — 
Chandler Court Chandler, AZ 1987  316   1,353,100   12,175,173   —   4,308,670   1,353,100   16,483,843   17,836,943   (9,303,425)  8,533,518   — 
Chandlers Bay Kent, WA 1989  293   3,700,000   18,962,585   —   69,473   3,700,000   19,032,058   22,732,058   (2,175,442)  20,556,616   — 
Chatelaine Park Duluth, GA 1995  303   1,818,000   24,489,671   —   1,974,089   1,818,000   26,463,760   28,281,760   (11,447,801)  16,833,959   — 
Chesapeake Glen Apts (fka Greentree I, II & III) Glen Burnie, MD 1973  796   8,993,411   27,301,052   —   20,936,090   8,993,411   48,237,142   57,230,553   (22,479,872)  34,750,681   — 
Chestnut Hills Puyallup, WA 1991  157   756,300   6,806,635   —   1,360,272   756,300   8,166,907   8,923,207   (4,244,605)  4,678,602   — 
Chickasaw Crossing Orlando, FL 1986  292   2,044,000   12,366,832   —   1,786,050   2,044,000   14,152,882   16,196,882   (6,515,656)  9,681,226   — 
Chinatown Gateway Los Angeles, CA (F)  —   14,791,831   11,026,473   —   —   14,791,831   11,026,473   25,818,304   —   25,818,304   — 
Citrus Falls Tampa, FL 2003  273   8,190,000   28,894,280   —   381,158   8,190,000   29,275,438   37,465,438   (5,939,746)  31,525,692   — 
City View (GA) Atlanta, GA (G) 2003  202   6,440,800   19,993,460   —   1,256,448   6,440,800   21,249,908   27,690,708   (5,161,465)  22,529,243   — 
Clarys Crossing Columbia, MD 1984  198   891,000   15,489,721   —   1,986,718   891,000   17,476,439   18,367,439   (8,016,743)  10,350,696   — 
Cleo, The Los Angeles, CA 1989  92   6,615,467   14,829,335   —   3,663,066   6,615,467   18,492,401   25,107,868   (3,530,065)  21,577,803   — 
Club at Tanasbourne Hillsboro, OR 1990  352   3,521,300   16,257,934   —   3,046,161   3,521,300   19,304,095   22,825,395   (9,895,369)  12,930,026   — 
Club at the Green Beaverton, OR 1991  254   2,030,950   12,616,747   —   2,526,289   2,030,950   15,143,036   17,173,986   (7,815,215)  9,358,771   — 
Coconut Palm Club Coconut Creek, GA 1992  300   3,001,700   17,678,928   —   2,525,679   3,001,700   20,204,607   23,206,307   (9,321,082)  13,885,225   — 
Cortona at Dana Park Mesa, AZ 1986  222   2,028,939   12,466,128   —   2,413,182   2,028,939   14,879,310   16,908,249   (7,286,220)  9,622,029   — 
Country Gables Beaverton, OR 1991  288   1,580,500   14,215,444   —   3,412,313   1,580,500   17,627,757   19,208,257   (9,537,809)  9,670,448   — 
Cove at Boynton Beach I Boynton Beach, FL 1996  252   12,600,000   31,469,651   —   2,779,931   12,600,000   34,249,582   46,849,582   (9,526,032)  37,323,550   — 
Cove at Boynton Beach II Boynton Beach, FL 1998  296   14,800,000   37,874,719   —   —   14,800,000   37,874,719   52,674,719   (10,138,327)  42,536,392   — 
Cove at Fishers Landing Vancouver, WA 1993  253   2,277,000   15,656,887   —   1,152,551   2,277,000   16,809,438   19,086,438   (5,710,162)  13,376,276   — 
Creekside Village Mountlake Terrace, WA 1987  512   2,807,600   25,270,594   —   4,629,268   2,807,600   29,899,862   32,707,462   (17,364,294)  15,343,168   — 
Crosswinds St. Petersburg, FL 1986  208   1,561,200   5,756,822   —   2,155,601   1,561,200   7,912,423   9,473,623   (4,270,769)  5,202,854   — 
Crown Court Scottsdale, AZ 1987  416   3,156,600   28,414,599   —   7,093,468   3,156,600   35,508,067   38,664,667   (17,536,796)  21,127,871   — 
Crowntree Lakes Orlando, FL 2008  352   12,009,630   44,407,977   —   128,840   12,009,630   44,536,817   56,546,447   (5,032,304)  51,514,143   — 
Cypress Lake at Waterford Orlando, FL 2001  316   7,000,000   27,654,816   —   1,474,998   7,000,000   29,129,814   36,129,814   (7,889,517)  28,240,297   — 
Dartmouth Woods Lakewood, CO 1990  201   1,609,800   10,832,754   —   1,964,282   1,609,800   12,797,036   14,406,836   (6,455,552)  7,951,284   — 
Dean Estates Taunton, MA 1984  58   498,080   3,329,560   —   622,827   498,080   3,952,387   4,450,467   (1,678,930)  2,771,537   — 
Deerwood (Corona) Corona, CA 1992  316   4,742,200   20,272,892   —   3,818,931   4,742,200   24,091,823   28,834,023   (11,726,867)  17,107,156   — 
Defoor Village Atlanta, GA 1997  156   2,966,400   10,570,210   —   1,990,444   2,966,400   12,560,654   15,527,054   (5,858,484)  9,668,570   — 

S-4

Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Wholly Owned Unencumbered:                       
100 K StreetWashington, D.C. (F) —
 $15,600,000
 $912,267
 $—
 $15,600,000
 $912,267
 $16,512,267
 $—
 $16,512,267
 $—
1111 Belle Pre (fka The Madison)Alexandria, VA (G) (F) —
 18,937,702
 83,371,939
 —
 18,937,702
 83,371,939
 102,309,641
 —
 102,309,641
 —
1210 MassWashington, D.C. (G) 2004 144
 9,213,512
 36,559,189
 403,220
 9,213,512
 36,962,409
 46,175,921
 (11,445,278) 34,730,643
 —
1500 Mass AveWashington, D.C. (G) 1951 556
 54,638,298
 40,361,702
 12,040,625
 54,638,298
 52,402,327
 107,040,625
 (11,057,165) 95,983,460
 —
170 AmsterdamNew York, NY (F) —
 —
 44,799,315
 —
 —
 44,799,315
 44,799,315
 —
 44,799,315
 —
175 KentBrooklyn, NY (G) 2011 113
 22,037,831
 53,962,169
 755,257
 22,037,831
 54,717,426
 76,755,257
 (6,257,548) 70,497,709
 —
200 N Lemon StreetAnaheim, CA (F) —
 5,865,235
 1,823,393
 —
 5,865,235
 1,823,393
 7,688,628
 —
 7,688,628
 —
204-206 Pine Street/1610 2nd AvenueSeattle, WA (F) —
 22,106,464
 4,717,126
 —
 22,106,464
 4,717,126
 26,823,590
 —
 26,823,590
 —
2201 Pershing DriveArlington, VA (G) 2012 188
 11,321,198
 49,615,688
 338,120
 11,321,198
 49,953,808
 61,275,006
 (2,490,905) 58,784,101
 —
2201 WilsonArlington, VA (G) 2000 219
 21,900,000
 79,242,161
 490,601
 21,900,000
 79,732,762
 101,632,762
 (5,494,624) 96,138,138
 —
2400 M StWashington, D.C. (G) 2006 359
 30,006,593
 114,013,785
 1,705,104
 30,006,593
 115,718,889
 145,725,482
 (33,461,838) 112,263,644
 —
420 East 80th StreetNew York, NY 1961 155
 39,277,000
 23,026,984
 3,504,909
 39,277,000
 26,531,893
 65,808,893
 (9,519,405) 56,289,488
 —
425 MassWashington, D.C. (G) 2009 559
 28,150,000
 138,600,000
 2,871,585
 28,150,000
 141,471,585
 169,621,585
 (23,372,279) 146,249,306
 —
600 WashingtonNew York, NY (G) 2004 135
 32,852,000
 43,140,551
 286,906
 32,852,000
 43,427,457
 76,279,457
 (13,659,850) 62,619,607
 —
70 GreeneJersey City, NJ (G) 2010 480
 28,108,899
 236,965,215
 471,854
 28,108,899
 237,437,069
 265,545,968
 (33,100,960) 232,445,008
 —
71 BroadwayNew York, NY (G) 1997 238
 22,611,600
 77,492,171
 10,684,866
 22,611,600
 88,177,037
 110,788,637
 (28,276,895) 82,511,742
 —
77 BluxomeSan Francisco, CA 2007 102
 5,249,124
 18,609,876
 81,627
 5,249,124
 18,691,503
 23,940,627
 (1,887,319) 22,053,308
 —
777 SixthNew York, NY (G) 2002 294
 65,352,706
 65,747,294
 1,095,560
 65,352,706
 66,842,854
 132,195,560
 (16,931,741) 115,263,819
 —
801 BrannanSan Francisco, CA (F) —
 42,367,171
 3,280,863
 —
 42,367,171
 3,280,863
 45,648,034
 —
 45,648,034
 —
88 HillsideDaly City, CA (G) 2011 95
 7,786,800
 31,587,325
 1,295,347
 7,786,800
 32,882,672
 40,669,472
 (3,123,822) 37,545,650
 —
Abington GlenAbington, MA 1968 90
 553,105
 3,697,396
 2,493,689
 553,105
 6,191,085
 6,744,190
 (3,841,681) 2,902,509
 —
Agoura HillsAgoura Hills, CA 1985 178
 16,700,000
 30,344,413
 118,825
 16,700,000
 30,463,238
 47,163,238
 (2,804,190) 44,359,048
 —
Alban TowersWashington, D.C. 1934 229
 18,900,000
 90,351,467
 116,906
 18,900,000
 90,468,373
 109,368,373
 (6,685,386) 102,682,987
 —
Arbor TerraceSunnyvale, CA 1979 175
 9,057,300
 18,483,642
 2,487,094
 9,057,300
 20,970,736
 30,028,036
 (11,579,687) 18,448,349
 —
Arboretum (MA)Canton, MA 1989 156
 4,685,900
 10,992,751
 2,600,866
 4,685,900
 13,593,617
 18,279,517
 (7,595,468) 10,684,049
 —
Arden VillasOrlando, FL 1999 336
 5,500,000
 28,600,796
 3,810,685
 5,500,000
 32,411,481
 37,911,481
 (11,965,280) 25,946,201
 —
Artisan on SecondLos Angeles, CA 2008 118
 8,000,400
 36,074,600
 168,636
 8,000,400
 36,243,236
 44,243,636
 (4,986,340) 39,257,296
 —
Ashton, TheCorona Hills, CA 1986 492
 2,594,264
 33,042,398
 6,733,646
 2,594,264
 39,776,044
 42,370,308
 (23,448,187) 18,922,121
 —
Auvers VillageOrlando, FL 1991 480
 3,808,823
 29,322,243
 7,105,642
 3,808,823
 36,427,885
 40,236,708
 (20,581,844) 19,654,864
 —
Avenue TwoRedwood City, CA 1972 123
 7,995,000
 18,005,000
 956,348
 7,995,000
 18,961,348
 26,956,348
 (2,387,293) 24,569,055
 —
Azure (fka Mission Bay-Block 13)San Francisco, CA (F) —
 32,855,115
 33,412,715
 —
 32,855,115
 33,412,715
 66,267,830
 —
 66,267,830
 —
Ball Park LoftsDenver, CO (G) 2003 354
 5,481,556
 51,658,741
 4,340,240
 5,481,556
 55,998,981
 61,480,537
 (19,343,578) 42,136,959
 —
Barrington PlaceOviedo, FL 1998 233
 6,990,000
 15,740,825
 2,889,445
 6,990,000
 18,630,270
 25,620,270
 (8,520,785) 17,099,485
 —
Bay HillLong Beach, CA 2002 160
 7,600,000
 27,437,239
 913,982
 7,600,000
 28,351,221
 35,951,221
 (10,003,163) 25,948,058
 —
Beatrice, TheNew York, NY 2010 302
 114,351,405
 165,648,595
 124,512
 114,351,405
 165,773,107
 280,124,512
 (17,146,544) 262,977,968
 —
Bella Terra IMukilteo, WA (G) 2002 235
 5,686,861
 26,070,540
 942,474
 5,686,861
 27,013,014
 32,699,875
 (10,029,556) 22,670,319
 —
Belle Arts Condominium Homes, LLCBellevue, WA 2000 1
 63,158
 248,929
 (5,320) 63,158
 243,609
 306,767
 —
 306,767
 —
Belle FontaineMarina Del Ray, CA 2003 102
 9,098,808
 28,701,192
 162,958
 9,098,808
 28,864,150
 37,962,958
 (3,227,931) 34,735,027
 —
BellevueBellevue, WA (G) 1998 191
 15,100,000
 42,169,280
 761,135
 15,100,000
 42,930,415
 58,030,415
 (2,840,690) 55,189,725
 —
Berkeley LandBerkeley, CA (F) —
 13,908,910
 5,082,581
 —
 13,908,910
 5,082,581
 18,991,491
 —
 18,991,491
 —
Boston CommonBoston, MA (G) 2006 420
 106,100,000
 167,711,384
 190,386
 106,100,000
 167,901,770
 274,001,770
 (13,060,243) 260,941,527
 —
Bradford ApartmentsNewington, CT 1964 64
 401,091
 2,681,210
 813,895
 401,091
 3,495,105
 3,896,196
 (1,738,035) 2,158,161
 —
Briar Knoll AptsVernon, CT 1986 150
 928,972
 6,209,988
 1,655,316
 928,972
 7,865,304
 8,794,276
 (4,017,041) 4,777,235
 —
Briarwood (CA)Sunnyvale, CA 1985 192
 9,991,500
 22,247,278
 2,873,885
 9,991,500
 25,121,163
 35,112,663
 (12,928,298) 22,184,365
 —
Bridford Lakes IIGreensboro, NC (F) —
 1,100,564
 792,508
 —
 1,100,564
 792,508
 1,893,072
 —
 1,893,072
 —
Brooklyn HeightsBrooklyn, NY (G) 2000 193
 32,400,000
 93,317,261
 79,289
 32,400,000
 93,396,550
 125,796,550
 (6,989,848) 118,806,702
 —
Brooklyner (fka 111 Lawrence)Brooklyn, NY (G) 2010 490
 40,099,922
 221,435,831
 375,977
 40,099,922
 221,811,808
 261,911,730
 (23,147,254) 238,764,476
 —

S-4
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Del Mar Ridge San Diego, CA 1998  181   7,801,824   36,948,176   —   2,298,593   7,801,824   39,246,769   47,048,593   (3,116,754)  43,931,839   — 
Desert Homes Phoenix, AZ 1982  412   1,481,050   13,390,249   —   4,652,484   1,481,050   18,042,733   19,523,783   (10,220,322)  9,303,461   — 
Eagle Canyon Chino Hills, CA 1985  252   1,808,900   16,274,361   —   4,994,045   1,808,900   21,268,406   23,077,306   (10,622,403)  12,454,903   — 
Ellipse at Government Center Fairfax, VA 1989  404   19,433,000   56,816,266   —   2,245,450   19,433,000   59,061,716   78,494,716   (7,973,317)  70,521,399   — 
Emerson Place Boston, MA (G) 1962  444   14,855,000   57,566,636   —   15,120,573   14,855,000   72,687,209   87,542,209   (36,608,983)  50,933,226   — 
Enclave at Lake Underhill Orlando, FL 1989  312   9,359,750   29,539,650   —   1,690,403   9,359,750   31,230,053   40,589,803   (7,327,341)  33,262,462   — 
Enclave at Waterways Deerfield Beach, FL 1998  300   15,000,000   33,194,576   —   843,037   15,000,000   34,037,613   49,037,613   (8,268,775)  40,768,838   — 
Enclave at Winston Park Coconut Creek, FL 1995  278   5,560,000   19,939,324   —   2,101,199   5,560,000   22,040,523   27,600,523   (7,511,989)  20,088,534   — 
Enclave, The Tempe, AZ 1994  204   1,500,192   19,281,399   —   1,333,483   1,500,192   20,614,882   22,115,074   (9,498,305)  12,616,769   — 
Estates at Phipps Atlanta, GA 1996  234   9,360,000   29,705,236   —   3,780,696   9,360,000   33,485,932   42,845,932   (9,625,684)  33,220,248   — 
Estates at Wellington Green Wellington, FL 2003  400   20,000,000   64,790,850   —   1,719,926   20,000,000   66,510,776   86,510,776   (15,486,015)  71,024,761   — 
Fairland Gardens Silver Spring, MD 1981  400   6,000,000   19,972,183   —   5,994,235   6,000,000   25,966,418   31,966,418   (12,839,143)  19,127,275   — 
Four Winds Fall River, MA 1987  168   1,370,843   9,163,804   —   1,961,290   1,370,843   11,125,094   12,495,937   (4,317,329)  8,178,608   — 
Fox Hill Apartments Enfield, CT 1974  168   1,129,018   7,547,256   —   1,410,030   1,129,018   8,957,286   10,086,304   (3,473,400)  6,612,904   — 
Fox Run (WA) Federal Way, WA 1988  144   626,637   5,765,018   —   1,644,476   626,637   7,409,494   8,036,131   (4,492,269)  3,543,862   — 
Fox Run II (WA) Federal Way, WA 1988  18   80,000   1,286,139   —   53,086   80,000   1,339,225   1,419,225   (389,957)  1,029,268   — 
Gables Grand Plaza Coral Gables, FL (G) 1998  195   —   44,601,000   —   3,174,122   —   47,775,122   47,775,122   (12,598,590)  35,176,532   — 
Gallery, The Hermosa Beach, CA 1971  168   18,144,000   46,567,941   —   1,719,605   18,144,000   48,287,546   66,431,546   (9,535,678)  56,895,868   — 
Gatehouse at Pine Lake Pembroke Pines, FL 1990  296   1,896,600   17,070,795   —   3,174,037   1,896,600   20,244,832   22,141,432   (10,411,240)  11,730,192   — 
Gatehouse on the Green Plantation, FL 1990  312   2,228,200   20,056,270   —   6,485,962   2,228,200   26,542,232   28,770,432   (12,580,475)  16,189,957   — 
Gates of Redmond Redmond, WA 1979  180   2,306,100   12,064,015   —   4,624,741   2,306,100   16,688,756   18,994,856   (7,467,775)  11,527,081   — 
Gatewood Pleasanton, CA 1985  200   6,796,511   20,249,392   —   3,558,873   6,796,511   23,808,265   30,604,776   (6,922,485)  23,682,291   — 
Governors Green Bowie, MD 1999  478   19,845,000   73,335,916   —   513,833   19,845,000   73,849,749   93,694,749   (10,600,450)  83,094,299   — 
Greenfield Village Rocky Hill , CT 1965  151   911,534   6,093,418   —   623,523   911,534   6,716,941   7,628,475   (2,669,219)  4,959,256   — 
Greenhouse — Roswell Roswell, GA 1985  236   1,220,000   10,974,727   —   2,862,866   1,220,000   13,837,593   15,057,593   (8,334,268)  6,723,325   — 
Hamilton Villas Beverly Hills, CA 1990  35   7,772,000   16,864,269   —   1,197,789   7,772,000   18,062,058   25,834,058   (2,088,921)  23,745,137   — 
Hammocks Place Miami, FL 1986  296   319,180   12,513,467   —   3,361,988   319,180   15,875,455   16,194,635   (9,682,288)  6,512,347   — 
Hampshire Place Los Angeles, CA 1989  259   10,806,000   30,335,330   —   1,855,750   10,806,000   32,191,080   42,997,080   (8,142,603)  34,854,477   — 
Hamptons Puyallup, WA 1991  230   1,119,200   10,075,844   —   1,812,434   1,119,200   11,888,278   13,007,478   (6,014,780)  6,992,698   — 
Heritage Ridge Lynwood, WA 1999  197   6,895,000   18,983,597   —   492,899   6,895,000   19,476,496   26,371,496   (5,168,705)  21,202,791   — 
Heritage, The Phoenix, AZ 1995  204   1,209,705   13,136,903   —   1,360,019   1,209,705   14,496,922   15,706,627   (6,803,317)  8,903,310   — 
Heron Pointe Boynton Beach, FL 1989  192   1,546,700   7,774,676   —   1,923,892   1,546,700   9,698,568   11,245,268   (5,039,618)  6,205,650   — 
High Meadow Ellington, CT 1975  100   583,679   3,901,774   —   756,263   583,679   4,658,037   5,241,716   (1,793,920)  3,447,796   — 
Highland Glen Westwood, MA 1979  180   2,229,095   16,828,153   —   2,239,543   2,229,095   19,067,696   21,296,791   (7,067,157)  14,229,634   — 
Highland Glen II Westwood, MA 2007  102   —   19,875,857   —   80,545   —   19,956,402   19,956,402   (2,819,615)  17,136,787   — 
Highlands at South Plainfield South Plainfield, NJ 2000  252   10,080,000   37,526,912   —   733,896   10,080,000   38,260,808   48,340,808   (7,925,678)  40,415,130   — 
Highlands, The Scottsdale, AZ 1990  272   11,823,840   31,990,970   —   2,805,757   11,823,840   34,796,727   46,620,567   (7,688,227)  38,932,340   — 
Hudson Crossing New York, NY (G) 2003  259   23,420,000   70,086,976   —   748,402   23,420,000   70,835,378   94,255,378   (16,184,367)  78,071,011   — 
Hudson Pointe Jersey City, NJ 2003  182   5,148,500   41,149,117   —   1,048,724   5,148,500   42,197,841   47,346,341   (10,223,470)  37,122,871   — 
Hunt Club II Charlotte, NC (F)  —   100,000   —   —   —   100,000   —   100,000   —   100,000   — 
Huntington Park Everett, WA 1991  381   1,597,500   14,367,864   —   3,620,694   1,597,500   17,988,558   19,586,058   (10,893,191)  8,692,867   — 
Indian Bend Scottsdale, AZ 1973  278   1,075,700   9,800,330   —   3,042,609   1,075,700   12,842,939   13,918,639   (8,082,539)  5,836,100   — 
Iron Horse Park Pleasant Hill, CA 1973  252   15,000,000   24,335,549   —   7,755,418   15,000,000   32,090,967   47,090,967   (8,103,335)  38,987,632   — 
Isle at Arrowhead Ranch Glendale, AZ 1996  256   1,650,237   19,593,123   —   1,660,272   1,650,237   21,253,395   22,903,632   (9,860,515)  13,043,117   — 
Kempton Downs Gresham, OR 1990  278   1,217,349   10,943,372   —   2,838,147   1,217,349   13,781,519   14,998,868   (7,994,662)  7,004,206   — 
Kenwood Mews Burbank, CA 1991  141   14,100,000   24,662,883   —   1,627,860   14,100,000   26,290,743   40,390,743   (5,165,397)  35,225,346   — 
Key Isle at Windermere Ocoee, FL 2000  282   8,460,000   31,761,470   —   1,197,975   8,460,000   32,959,445   41,419,445   (7,409,728)  34,009,717   — 
Key Isle at Windermere II Ocoee, FL 2008  165   3,306,286   24,519,643   —   21,547   3,306,286   24,541,190   27,847,476   (2,038,084)  25,809,392   — 
Kings Colony (FL) Miami, FL 1986  480   19,200,000   48,379,586   —   2,692,770   19,200,000   51,072,356   70,272,356   (12,387,179)  57,885,177   — 
La Mirage San Diego, CA 1988/1992  1,070   28,895,200   95,567,943   —   13,968,700   28,895,200   109,536,643   138,431,843   (51,916,782)  86,515,061   — 
La Mirage IV San Diego, CA 2001  340   6,000,000   47,449,353   —   2,944,380   6,000,000   50,393,733   56,393,733   (16,239,415)  40,154,318   — 
Laguna Clara Santa Clara, CA 1972  264   13,642,420   29,707,475   —   3,329,323   13,642,420   33,036,798   46,679,218   (9,100,501)  37,578,717   — 
Lake Buena Vista Combined Orlando, FL 2000/2002  672   23,520,000   75,068,206   —   3,594,116   23,520,000   78,662,322   102,182,322   (17,301,402)  84,880,920   — 
Landings at Pembroke Lakes Pembroke Pines, FL 1989  358   17,900,000   24,460,989   —   4,881,752   17,900,000   29,342,741   47,242,741   (7,519,945)  39,722,796   — 
Landings at Port Imperial W. New York, NJ 1999  276   27,246,045   37,741,050   —   6,567,661   27,246,045   44,308,711   71,554,756   (15,348,539)  56,206,217   — 
Las Colinas at Black Canyon Phoenix, AZ 2008  304   9,000,000   35,917,811   —   115,519   9,000,000   36,033,330   45,033,330   (4,435,319)  40,598,011   — 
Legacy at Highlands Ranch Highlands Ranch, CO 1999  422   6,330,000   37,557,013   —   1,466,728   6,330,000   39,023,741   45,353,741   (9,805,338)  35,548,403   — 
Legacy Park Central Concord, CA 2003  259   6,469,230   46,745,854   —   295,479   6,469,230   47,041,333   53,510,563   (10,789,289)  42,721,274   — 
Lexington Farm Alpharetta, GA 1995  352   3,521,900   22,888,305   —   2,476,212   3,521,900   25,364,517   28,886,417   (11,200,145)  17,686,272   — 
Lexington Park Orlando, FL 1988  252   2,016,000   12,346,726   —   2,450,467   2,016,000   14,797,193   16,813,193   (7,062,512)  9,750,681   — 
Little Cottonwoods Tempe, AZ 1984  379   3,050,133   26,991,689   —   3,737,391   3,050,133   30,729,080   33,779,213   (14,499,829)  19,279,384   — 
Longacre House New York, NY (G) 2000  293   73,170,045   53,962,510   —   125,953   73,170,045   54,088,463   127,258,508   (7,505,448)  119,753,060   — 
Longfellow Place Boston, MA (G) 1975  710   53,164,160   183,940,619   —   47,318,604   53,164,160   231,259,223   284,423,383   (97,449,615)  186,973,768   — 
Longwood Decatur, GA 1992  268   1,454,048   13,087,393   —   2,002,602   1,454,048   15,089,995   16,544,043   (8,825,354)  7,718,689   — 
Madison, The Alexandria, VA (F)  —   15,261,108   1,080,330   —   —   15,261,108   1,080,330   16,341,438   —   16,341,438   — 
Marbrisa Tampa, FL 1984  224   2,240,000   7,183,561   —   79,738   2,240,000   7,263,299   9,503,299   (1,234,564)  8,268,735   — 
Mariners Wharf Orange Park, FL 1989  272   1,861,200   16,744,951   —   3,244,046   1,861,200   19,988,997   21,850,197   (9,702,938)  12,147,259   — 
Market Street Landing Seattle, WA (F)  —   12,542,418   297,637   —   —   12,542,418   297,637   12,840,055   —   12,840,055   — 
Marquessa Corona Hills, CA 1992  336   6,888,500   21,604,584   —   2,726,408   6,888,500   24,330,992   31,219,492   (11,834,160)  19,385,332   — 
Martha Lake Lynnwood, WA 1991  155   821,200   7,405,070   —   1,985,277   821,200   9,390,347   10,211,547   (4,980,064)  5,231,483   — 
Martine, The Bellevue, WA 1984  67   3,200,000   9,616,264   —   2,642,670   3,200,000   12,258,934   15,458,934   (1,957,800)  13,501,134   — 
Merritt at Satellite Place Duluth, GA 1999  424   3,400,000   30,115,674   —   2,440,228   3,400,000   32,555,902   35,955,902   (13,072,220)  22,883,682   — 
Mill Pond Millersville, MD 1984  240   2,880,000   8,468,014   —   2,718,776   2,880,000   11,186,790   14,066,790   (5,505,405)  8,561,385   — 
Mira Flores Palm Beach Gardens, FL 1996  352   7,039,313   22,515,299   —   2,298,916   7,039,313   24,814,215   31,853,528   (8,485,263)  23,368,265   — 
Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Brookside (CO)Boulder, CO 1993 144
 3,600,400
 10,211,159
 2,563,906
 3,600,400
 12,775,065
 16,375,465
 (6,711,041) 9,664,424
 —
Cambridge ParkCambridge, MA (G) 2002 312
 31,200,000
 106,752,364
 739,806
 31,200,000
 107,492,170
 138,692,170
 (7,705,656) 130,986,514
 —
Carlyle MillAlexandria, VA 2002 317
 10,000,000
 51,367,913
 4,358,788
 10,000,000
 55,726,701
 65,726,701
 (21,654,122) 44,072,579
 —
CascadeSeattle, WA (F) —
 12,198,278
 4,063,175
 —
 12,198,278
 4,063,175
 16,261,453
 —
 16,261,453
 —
Cascade IISeattle, WA (F) —
 11,553,286
 2,711,440
 —
 11,553,286
 2,711,440
 14,264,726
 —
 14,264,726
 —
Centennial (fka Centennial Court & Centennial Tower)Seattle, WA (G) 1991/2001 408
 9,700,000
 70,080,378
 5,479,205
 9,700,000
 75,559,583
 85,259,583
 (24,644,073) 60,615,510
 —
Centre ClubOntario, CA 1994 312
 5,616,000
 23,485,891
 3,045,795
 5,616,000
 26,531,686
 32,147,686
 (12,919,164) 19,228,522
 —
Centre Club IIOntario, CA 2002 100
 1,820,000
 9,528,898
 689,904
 1,820,000
 10,218,802
 12,038,802
 (4,327,441) 7,711,361
 —
Cierra CrestDenver, CO 1996 480
 4,803,100
 34,894,898
 5,106,249
 4,803,100
 40,001,147
 44,804,247
 (22,917,727) 21,886,520
 —
Cleo, TheLos Angeles, CA 1989 92
 6,615,467
 14,829,335
 3,750,349
 6,615,467
 18,579,684
 25,195,151
 (6,566,783) 18,628,368
 —
Coconut Palm ClubCoconut Creek, FL 1992 301
 3,001,700
 17,678,928
 3,775,228
 3,001,700
 21,454,156
 24,455,856
 (11,971,663) 12,484,193
 —
Courthouse PlazaArlington, VA (G) 1990 396
 —
 87,821,045
 1,017,095
 —
 88,838,140
 88,838,140
 (7,919,119) 80,919,021
 —
Cove at Boynton Beach IBoynton Beach, FL 1996 252
 12,600,000
 31,469,651
 4,284,433
 12,600,000
 35,754,084
 48,354,084
 (13,936,676) 34,417,408
 —
Cove at Boynton Beach IIBoynton Beach, FL 1998 296
 14,800,000
 37,874,719
 —
 14,800,000
 37,874,719
 52,674,719
 (13,512,371) 39,162,348
 —
Creekside (San Mateo)San Mateo, CA 1985 192
 9,606,600
 21,193,232
 3,381,227
 9,606,600
 24,574,459
 34,181,059
 (12,799,939) 21,381,120
 —
Cronins LandingWaltham, MA (G) 1998 281
 32,300,000
 85,723,236
 203,018
 32,300,000
 85,926,254
 118,226,254
 (6,736,216) 111,490,038
 —
Crowntree LakesOrlando, FL 2008 352
 12,009,630
 44,407,977
 394,460
 12,009,630
 44,802,437
 56,812,067
 (10,871,421) 45,940,646
 —
Crystal PlaceArlington, VA 1986 181
 17,200,000
 48,253,858
 132,258
 17,200,000
 48,386,116
 65,586,116
 (3,700,423) 61,885,693
 —
CupertinoCupertino, CA 1998 311
 40,400,000
 96,638,206
 128,241
 40,400,000
 96,766,447
 137,166,447
 (7,012,730) 130,153,717
 —
Cypress Lake at WaterfordOrlando, FL 2001 316
 7,000,000
 27,654,816
 2,156,145
 7,000,000
 29,810,961
 36,810,961
 (11,172,993) 25,637,968
 —
Dartmouth WoodsLakewood, CO 1990 201
 1,609,800
 10,832,754
 2,301,254
 1,609,800
 13,134,008
 14,743,808
 (7,965,913) 6,777,895
 —
Dean EstatesTaunton, MA 1984 58
 498,080
 3,329,560
 759,777
 498,080
 4,089,337
 4,587,417
 (2,124,869) 2,462,548
 —
Deerwood (Corona)Corona, CA 1992 316
 4,742,200
 20,272,892
 4,232,556
 4,742,200
 24,505,448
 29,247,648
 (14,569,786) 14,677,862
 —
Del Mar HeightsSan Diego, CA 1986 168
 15,100,000
 41,147,185
 141,192
 15,100,000
 41,288,377
 56,388,377
 (3,080,440) 53,307,937
 —
DuPont CircleWashington, D.C. (G) 1961 120
 13,500,000
 27,120,388
 244,693
 13,500,000
 27,365,081
 40,865,081
 (2,700,714) 38,164,367
 —
Eagle CanyonChino Hills, CA 1985 252
 1,808,900
 16,274,361
 7,191,652
 1,808,900
 23,466,013
 25,274,913
 (14,038,267) 11,236,646
 —
Edgemont at Bethesda MetroBethesda, MD 1989 122
 13,092,552
 43,907,448
 261,029
 13,092,552
 44,168,477
 57,261,029
 (5,082,748) 52,178,281
 —
Emerald ParkDublin, CA 2000 324
 25,900,000
 84,551,331
 128,390
 25,900,000
 84,679,721
 110,579,721
 (6,337,254) 104,242,467
 —
Emerson PlaceBoston, MA (G) 1962 444
 14,855,000
 57,566,636
 16,265,605
 14,855,000
 73,832,241
 88,687,241
 (44,668,129) 44,019,112
 —
EmeryvilleEmeryville, CA 1994 261
 12,300,000
 61,845,626
 419,601
 12,300,000
 62,265,227
 74,565,227
 (4,686,215) 69,879,012
 —
EncinitasEncinitas, CA (G) 2002 120
 12,000,000
 29,419,415
 82,422
 12,000,000
 29,501,837
 41,501,837
 (2,385,500) 39,116,337
 —
Enclave at WaterwaysDeerfield Beach, FL 1998 300
 15,000,000
 33,194,576
 1,855,969
 15,000,000
 35,050,545
 50,050,545
 (12,392,429) 37,658,116
 —
Enclave at Winston ParkCoconut Creek, FL 1995 278
 5,560,000
 19,939,324
 4,248,969
 5,560,000
 24,188,293
 29,748,293
 (10,417,597) 19,330,696
 —
Encore at Sherman Oaks, TheSherman Oaks, CA 1988 174
 8,700,000
 25,446,003
 684,532
 8,700,000
 26,130,535
 34,830,535
 (3,889,921) 30,940,614
 —
Estates at Wellington GreenWellington, FL 2003 400
 20,000,000
 64,790,850
 2,259,739
 20,000,000
 67,050,589
 87,050,589
 (22,638,702) 64,411,887
 —
Eye StreetWashington, D.C. (F) —
 11,771,446
 6,095,393
 —
 11,771,446
 6,095,393
 17,866,839
 —
 17,866,839
 —
Fox Hill ApartmentsEnfield, CT 1974 168
 1,129,018
 7,547,256
 1,859,467
 1,129,018
 9,406,723
 10,535,741
 (4,655,719) 5,880,022
 —
Fremont CenterFremont, CA (G) 2002 322
 25,800,000
 79,290,493
 240,019
 25,800,000
 79,530,512
 105,330,512
 (5,413,886) 99,916,626
 —
Gables Grand PlazaCoral Gables, FL (G) 1998 195
 —
 44,601,000
 7,018,667
 —
 51,619,667
 51,619,667
 (18,748,222) 32,871,445
 —
Gallery, TheHermosa Beach, CA 1971 169
 18,144,000
 46,567,941
 2,098,129
 18,144,000
 48,666,070
 66,810,070
 (14,889,140) 51,920,930
 —
Gatehouse at Pine LakePembroke Pines, FL 1990 296
 1,896,600
 17,070,795
 6,124,047
 1,896,600
 23,194,842
 25,091,442
 (13,330,823) 11,760,619
 —
Gatehouse on the GreenPlantation, FL 1990 312
 2,228,200
 20,056,270
 7,677,923
 2,228,200
 27,734,193
 29,962,393
 (16,357,389) 13,605,004
 —
Gates of RedmondRedmond, WA 1979 180
 2,306,100
 12,064,015
 4,903,326
 2,306,100
 16,967,341
 19,273,441
 (9,870,573) 9,402,868
 —
Geary Court YardSan Francisco, CA 1990 164
 1,722,400
 15,471,429
 2,672,731
 1,722,400
 18,144,160
 19,866,560
 (10,311,127) 9,555,433
 —
Glen MeadowFranklin, MA 1971 288
 2,339,330
 16,133,588
 3,870,079
 2,339,330
 20,003,667
 22,342,997
 (10,599,550) 11,743,447
 —
GlendaleGlendale, CA 1988 264
 —
 68,325,277
 267,514
 —
 68,592,791
 68,592,791
 (4,938,308) 63,654,483
 —
Governors GreenBowie, MD 1999 478
 19,845,000
 73,335,916
 1,157,259
 19,845,000
 74,493,175
 94,338,175
 (20,664,462) 73,673,713
 —
Greenfield VillageRocky Hill , CT 1965 151
 911,534
 6,093,418
 723,069
 911,534
 6,816,487
 7,728,021
 (3,383,217) 4,344,804
 —

S-5


S-5
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Mission Bay Orlando, FL 1991  304   2,432,000   21,623,560   —   2,717,235   2,432,000   24,340,795   26,772,795   (10,820,242)  15,952,553   — 
Mission Verde, LLC San Jose, CA 1986  108   5,190,700   9,679,109   —   3,151,242   5,190,700   12,830,351   18,021,051   (5,623,277)  12,397,774   — 
Morningside Scottsdale, AZ 1989  160   670,470   12,607,976   —   1,697,299   670,470   14,305,275   14,975,745   (6,740,861)  8,234,884   — 
Mosaic at Largo Station Hyattsville, MD 2008  242   4,120,800   42,477,297   —   237,451   4,120,800   42,714,748   46,835,548   (4,141,764)  42,693,784   — 
Mozaic at Union Station Los Angeles, CA 2007  272   8,500,000   52,583,270   —   668,419   8,500,000   53,251,689   61,751,689   (8,972,618)  52,779,071   — 
New River Cove Davie, FL 1999  316   15,800,000   46,142,895   —   1,049,654   15,800,000   47,192,549   62,992,549   (10,341,684)  52,650,865   — 
Northampton 1 Largo, MD 1977  344   1,843,200   17,528,381   —   5,798,143   1,843,200   23,326,524   25,169,724   (14,229,754)  10,939,970   — 
Northampton 2 Largo, MD 1988  276   1,513,500   14,246,990   —   3,654,124   1,513,500   17,901,114   19,414,614   (10,571,731)  8,842,883   — 
Northglen Valencia, CA 1988  234   9,360,000   20,778,553   —   1,728,818   9,360,000   22,507,371   31,867,371   (8,256,285)  23,611,086   — 
Northlake (MD) Germantown, MD 1985  304   15,000,000   23,142,302   —   9,754,730   15,000,000   32,897,032   47,897,032   (9,909,101)  37,987,931   — 
Northridge Pleasant Hill, CA 1974  221   5,527,800   14,691,705   —   8,471,887   5,527,800   23,163,592   28,691,392   (9,697,063)  18,994,329   — 
Oak Park North Agoura Hills, CA 1990  220   1,706,900   15,362,666   —   2,806,978   1,706,900   18,169,644   19,876,544   (9,627,790)  10,248,754   — 
Oak Park South Agoura Hills, CA 1989  224   1,683,800   15,154,608   —   2,923,629   1,683,800   18,078,237   19,762,037   (9,624,230)  10,137,807   — 
Oaks at Falls Church Falls Church, VA 1966  176   20,240,000   20,152,616   —   3,552,434   20,240,000   23,705,050   43,945,050   (5,665,262)  38,279,788   — 
Ocean Crest Solana Beach, CA 1986  146   5,111,200   11,910,438   —   2,058,043   5,111,200   13,968,481   19,079,681   (6,514,987)  12,564,694   — 
Ocean Walk Key West, FL 1990  297   2,838,749   25,545,009   —   3,233,758   2,838,749   28,778,767   31,617,516   (13,599,381)  18,018,135   — 
Olympus Towers Seattle, WA (G) 2000  328   14,752,034   73,335,425   —   2,226,097   14,752,034   75,561,522   90,313,556   (19,377,834)  70,935,722   — 
Orchard Ridge Lynnwood, WA 1988  104   480,600   4,372,033   —   1,127,901   480,600   5,499,934   5,980,534   (3,295,398)  2,685,136   — 
Overlook Manor Frederick, MD 1980/1985  108   1,299,100   3,930,931   —   2,142,057   1,299,100   6,072,988   7,372,088   (3,277,788)  4,094,300   — 
Overlook Manor II Frederick, MD 1980/1985  182   2,186,300   6,262,597   —   1,253,022   2,186,300   7,515,619   9,701,919   (3,549,205)  6,152,714   — 
Paces Station Atlanta, GA 1984-1989  610   4,801,500   32,548,053   —   8,202,985   4,801,500   40,751,038   45,552,538   (20,808,476)  24,744,062   — 
Palm Trace Landings Davie, FL 1995  768   38,400,000   105,693,432   —   2,605,905   38,400,000   108,299,337   146,699,337   (23,469,327)  123,230,010   — 
Panther Ridge Federal Way, WA 1980  260   1,055,800   9,506,117   —   1,846,801   1,055,800   11,352,918   12,408,718   (5,866,485)  6,542,233   — 
Parc 77 New York, NY (G) 1903  137   40,504,000   18,025,679   —   4,115,467   40,504,000   22,141,146   62,645,146   (4,773,963)  57,871,183   — 
Parc Cameron New York, NY (G) 1927  166   37,600,000   9,855,597   —   5,120,583   37,600,000   14,976,180   52,576,180   (3,867,865)  48,708,315   — 
Parc Coliseum New York, NY (G) 1910  177   52,654,000   23,045,751   —   6,947,750   52,654,000   29,993,501   82,647,501   (6,372,704)  76,274,797   — 
Park at Turtle Run, The Coral Springs, FL 2001  257   15,420,000   36,064,629   —   898,823   15,420,000   36,963,452   52,383,452   (9,407,101)  42,976,351   — 
Park West (CA) Los Angeles, CA 1987/1990  444   3,033,500   27,302,383   —   5,418,219   3,033,500   32,720,602   35,754,102   (17,933,416)  17,820,686   — 
Parkside Union City, CA 1979  208   6,246,700   11,827,453   —   3,310,231   6,246,700   15,137,684   21,384,384   (7,795,045)  13,589,339   — 
Parkview Terrace Redlands, CA 1986  558   4,969,200   35,653,777   —   11,282,338   4,969,200   46,936,115   51,905,315   (22,196,279)  29,709,036   — 
Phillips Park Wellesley, MA 1988  49   816,922   5,460,955   —   936,091   816,922   6,397,046   7,213,968   (2,475,515)  4,738,453   — 
Pine Harbour Orlando, FL 1991  366   1,664,300   14,970,915   —   3,529,258   1,664,300   18,500,173   20,164,473   (11,225,249)  8,939,224   — 
Playa Pacifica Hermosa Beach,CA 1972  285   35,100,000   33,473,822   —   7,145,521   35,100,000   40,619,343   75,719,343   (10,641,111)  65,078,232   — 
Pointe at South Mountain Phoenix, AZ 1988  364   2,228,800   20,059,311   —   3,210,958   2,228,800   23,270,269   25,499,069   (11,847,168)  13,651,901   — 
Polos East Orlando, FL 1991  308   1,386,000   19,058,620   —   2,188,231   1,386,000   21,246,851   22,632,851   (9,567,266)  13,065,585   — 
Port Royale Ft. Lauderdale, FL (G) 1988  252   1,754,200   15,789,873   —   7,514,240   1,754,200   23,304,113   25,058,313   (12,612,882)  12,445,431   — 
Port Royale II Ft. Lauderdale, FL (G) 1988  161   1,022,200   9,203,166   —   4,702,265   1,022,200   13,905,431   14,927,631   (7,140,443)  7,787,188   — 
Port Royale III Ft. Lauderdale, FL (G) 1988  324   7,454,900   14,725,802   —   8,935,675   7,454,900   23,661,477   31,116,377   (11,497,857)  19,618,520   — 
Port Royale IV Ft. Lauderdale, FL (F)  —   —   387,471   —   —   —   387,471   387,471   —   387,471   — 
Portofino Chino Hills, CA 1989  176   3,572,400   14,660,994   —   2,150,998   3,572,400   16,811,992   20,384,392   (7,854,366)  12,530,026   — 
Portofino (Val) Valencia, CA 1989  216   8,640,000   21,487,126   —   2,302,820   8,640,000   23,789,946   32,429,946   (8,794,584)  23,635,362   — 
Portside Towers Jersey City, NJ (G) 1992-1997  527   22,487,006   96,842,913   —   14,773,378   22,487,006   111,616,291   134,103,297   (47,349,520)  86,753,777   — 
Preserve at Deer Creek Deerfield Beach, FL 1997  540   13,500,000   60,011,208   —   3,069,187   13,500,000   63,080,395   76,580,395   (16,723,806)  59,856,589   — 
Prime, The Arlington, VA 2002  256   32,000,000   64,436,539   —   587,595   32,000,000   65,024,134   97,024,134   (12,202,034)  84,822,100   — 
Promenade at Aventura Aventura, FL 1995  296   13,320,000   30,353,748   —   4,740,072   13,320,000   35,093,820   48,413,820   (12,325,089)  36,088,731   — 
Promenade at Town Center I Valencia, CA 2001  294   14,700,000   35,390,279   —   2,762,304   14,700,000   38,152,583   52,852,583   (10,327,370)  42,525,213   — 
Promenade at Wyndham Lakes Coral Springs, FL 1998  332   6,640,000   26,743,760   —   3,364,705   6,640,000   30,108,465   36,748,465   (10,964,932)  25,783,533   — 
Promenade Terrace Corona, CA 1990  330   2,272,800   20,546,289   —   4,744,546   2,272,800   25,290,835   27,563,635   (13,575,380)  13,988,255   — 
Promontory Pointe I & II Phoenix, AZ 1984/1996  424   2,355,509   30,421,840   —   3,698,629   2,355,509   34,120,469   36,475,978   (16,314,043)  20,161,935   — 
Prospect Towers Hackensack, NJ 1995  157   3,926,600   31,738,452   —   2,938,287   3,926,600   34,676,739   38,603,339   (13,635,911)  24,967,428   — 
Prospect Towers II Hackensack, NJ 2002  203   4,500,000   33,104,733   —   2,070,180   4,500,000   35,174,913   39,674,913   (10,813,863)  28,861,050   — 
Ravens Crest Plainsboro, NJ 1984  704   4,670,850   42,080,642   —   11,945,748   4,670,850   54,026,390   58,697,240   (31,532,339)  27,164,901   — 
Redmond Ridge Redmond, WA 2008  321   6,975,705   46,175,001   —   73,615   6,975,705   46,248,616   53,224,321   (4,628,114)  48,596,207   — 
Red 160 (fka Redmond Way) Redmond, WA (G) (F)  —   15,546,376   61,417,903   —   9,488   15,546,376   61,427,391   76,973,767   (339)  76,973,428   — 
Regency Palms Huntington Beach, CA 1969  310   1,857,400   16,713,254   —   4,433,614   1,857,400   21,146,868   23,004,268   (11,462,162)  11,542,106   — 
Regency Park Centreville, VA 1989  252   2,521,500   16,200,666   —   7,802,524   2,521,500   24,003,190   26,524,690   (11,693,111)  14,831,579   — 
Registry Northglenn, CO 1986  208   2,000,000   10,926,759   —   48,337   2,000,000   10,975,096   12,975,096   (1,278,875)  11,696,221   — 
Remington Place Phoenix, AZ 1983  412   1,492,750   13,377,478   —   4,637,494   1,492,750   18,014,972   19,507,722   (10,299,256)  9,208,466   — 
Renaissance Villas Berkeley, CA (G) 1998  34   2,458,000   4,542,000   —   5,418   2,458,000   4,547,418   7,005,418   (332,879)  6,672,539   — 
Reserve at Ashley Lake Boynton Beach, FL 1990  440   3,520,400   23,332,494   —   4,721,183   3,520,400   28,053,677   31,574,077   (13,452,026)  18,122,051   — 
Reserve at Town Center Loudon, VA 2002  290   3,144,056   27,669,121   —   712,324   3,144,056   28,381,445   31,525,501   (7,401,808)  24,123,693   — 
Reserve at Town Center II (WA) Mill Creek, WA 2009  100   4,310,417   17,172,642   —   7,133   4,310,417   17,179,775   21,490,192   (614,973)  20,875,219   — 
Reserve at Town Center III Mill Creek, WA (F)  —   2,089,388   220,235   —   —   2,089,388   220,235   2,309,623   —   2,309,623   — 
Retreat, The Phoenix, AZ 1999  480   3,475,114   27,265,252   —   2,380,882   3,475,114   29,646,134   33,121,248   (12,339,194)  20,782,054   — 
Rianna I Seattle, WA (G) 2000  78   2,268,160   14,864,482   —   84,986   2,268,160   14,949,468   17,217,628   (1,125,268)  16,092,360   — 
Ridgewood Village I&II San Diego, CA 1997  408   11,809,500   34,004,048   —   2,195,996   11,809,500   36,200,044   48,009,544   (14,118,993)  33,890,551   — 
River Pointe at Den Rock Park Lawrence, MA 2000  174   4,615,702   18,440,147   —   1,212,909   4,615,702   19,653,056   24,268,758   (6,078,818)  18,189,940   — 
River Tower New York, NY (G) 1982  323   118,669,441   98,880,559   —   401,052   118,669,441   99,281,611   217,951,052   (12,970,964)  204,980,088   — 
Rivers Bend (CT) Windsor, CT 1973  373   3,325,517   22,573,826   —   2,724,959   3,325,517   25,298,785   28,624,302   (9,670,355)  18,953,947   — 
Riverview Condominiums Norwalk, CT 1991  92   2,300,000   7,406,730   —   1,806,846   2,300,000   9,213,576   11,513,576   (4,117,696)  7,395,880   — 
Royal Oaks (FL) Jacksonville, FL 1991  284   1,988,000   13,645,117   —   3,882,711   1,988,000   17,527,828   19,515,828   (7,780,869)  11,734,959   — 
Sabal Palm at Carrollwood Place Tampa, FL 1995  432   3,888,000   26,911,542   —   2,533,589   3,888,000   29,445,131   33,333,131   (12,979,307)  20,353,824   — 
Sabal Palm at Lake Buena Vista Orlando, FL 1988  400   2,800,000   23,687,893   —   3,982,057   2,800,000   27,669,950   30,469,950   (12,197,653)  18,272,297   — 
Sabal Palm at Metrowest Orlando, FL 1998  411   4,110,000   38,394,865   —   3,876,633   4,110,000   42,271,498   46,381,498   (18,443,292)  27,938,206   — 

S-6

Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Greenwood ParkCentennial, CO 1994 291
 4,365,000
 38,372,440
 1,900,765
 4,365,000
 40,273,205
 44,638,205
 (11,821,792) 32,816,413
 —
Greenwood PlazaCentennial, CO 1996 266
 3,990,000
 35,846,708
 2,296,465
 3,990,000
 38,143,173
 42,133,173
 (11,411,269) 30,721,904
 —
HaciendaPleasanton, CA 2000 540
 43,200,000
 129,637,659
 203,048
 43,200,000
 129,840,707
 173,040,707
 (10,178,767) 162,861,940
 —
Hamilton VillasBeverly Hills, CA 1990 35
 7,772,000
 16,864,269
 1,372,560
 7,772,000
 18,236,829
 26,008,829
 (4,434,046) 21,574,783
 —
Hammocks PlaceMiami, FL 1986 296
 319,180
 12,513,467
 4,353,249
 319,180
 16,866,716
 17,185,896
 (11,895,336) 5,290,560
 —
Hampshire PlaceLos Angeles, CA 1989 259
 10,806,000
 30,335,330
 3,107,298
 10,806,000
 33,442,628
 44,248,628
 (11,716,751) 32,531,877
 —
Harbor StepsSeattle, WA (G) 2000 758
 59,390,179
 158,829,432
 12,492,799
 59,390,179
 171,322,231
 230,712,410
 (53,500,328) 177,212,082
 —
Heritage RidgeLynwood, WA 1999 197
 6,895,000
 18,983,597
 750,513
 6,895,000
 19,734,110
 26,629,110
 (7,407,674) 19,221,436
 —
Heron PointeBoynton Beach, FL 1989 192
 1,546,700
 7,774,676
 2,385,724
 1,546,700
 10,160,400
 11,707,100
 (6,263,951) 5,443,149
 —
High MeadowEllington, CT 1975 100
 583,679
 3,901,774
 1,148,051
 583,679
 5,049,825
 5,633,504
 (2,437,167) 3,196,337
 —
Highland GlenWestwood, MA 1979 180
 2,229,095
 16,828,153
 2,709,281
 2,229,095
 19,537,434
 21,766,529
 (9,457,763) 12,308,766
 —
Highland Glen IIWestwood, MA 2007 102
 —
 19,875,857
 144,851
 —
 20,020,708
 20,020,708
 (5,078,255) 14,942,453
 —
Highlands at Cherry HillCherry Hills, NJ 2002 170
 6,800,000
 21,459,108
 804,080
 6,800,000
 22,263,188
 29,063,188
 (7,214,459) 21,848,729
 —
Highlands at South PlainfieldSouth Plainfield, NJ 2000 252
 10,080,000
 37,526,912
 929,736
 10,080,000
 38,456,648
 48,536,648
 (11,862,100) 36,674,548
 —
HikariLos Angeles, CA (G) 2007 128
 9,435,760
 32,564,240
 153,706
 9,435,760
 32,717,946
 42,153,706
 (4,101,964) 38,051,742
 —
Hudson CrossingNew York, NY (G) 2003 259
 23,420,000
 69,977,699
 1,630,936
 23,420,000
 71,608,635
 95,028,635
 (23,456,649) 71,571,986
 —
Hudson PointeJersey City, NJ 2003 182
 5,350,000
 41,114,074
 2,100,163
 5,350,000
 43,214,237
 48,564,237
 (15,065,373) 33,498,864
 —
Hunt Club IICharlotte, NC (F) —
 100,000
 —
 —
 100,000
 —
 100,000
 —
 100,000
 —
Huntington ParkEverett, WA 1991 381
 1,597,500
 14,367,864
 4,786,996
 1,597,500
 19,154,860
 20,752,360
 (13,271,353) 7,481,007
 —
Jia (fka Chinatown Gateway)Los Angeles, CA (G) (F) —
 14,791,831
 71,969,127
 —
 14,791,831
 71,969,127
 86,760,958
 —
 86,760,958
 —
Kendall SquareCambridge, MA 1998 186
 23,300,000
 78,968,911
 579,275
 23,300,000
 79,548,186
 102,848,186
 (5,491,559) 97,356,627
 —
Kenwood MewsBurbank, CA 1991 141
 14,100,000
 24,662,883
 2,620,056
 14,100,000
 27,282,939
 41,382,939
 (8,366,151) 33,016,788
 —
Kings Colony (FL)Miami, FL 1986 480
 19,200,000
 48,379,586
 4,274,318
 19,200,000
 52,653,904
 71,853,904
 (18,372,874) 53,481,030
 —
Lake Buena Vista CombinedOrlando, FL 2000/2002 672
 23,520,000
 75,068,206
 4,640,640
 23,520,000
 79,708,846
 103,228,846
 (25,931,634) 77,297,212
 —
Landings at Pembroke LakesPembroke Pines, FL 1989 358
 17,900,000
 24,460,989
 5,339,378
 17,900,000
 29,800,367
 47,700,367
 (11,826,369) 35,873,998
 —
Landings at Port ImperialW. New York, NJ 1999 276
 27,246,045
 37,741,050
 7,207,921
 27,246,045
 44,948,971
 72,195,016
 (21,242,906) 50,952,110
 —
Legacy at Highlands RanchHighlands Ranch, CO 1999 422
 6,330,000
 37,557,013
 2,438,295
 6,330,000
 39,995,308
 46,325,308
 (14,087,855) 32,237,453
 —
Lincoln HeightsQuincy, MA 1991 336
 5,928,400
 33,595,262
 11,206,707
 5,928,400
 44,801,969
 50,730,369
 (25,653,015) 25,077,354
 —
Lofts 590Arlington, VA 2005 212
 20,100,000
 68,361,638
 44,726
 20,100,000
 68,406,364
 88,506,364
 (4,729,574) 83,776,790
 —
Longacre HouseNew York, NY (G) 2000 293
 73,170,045
 53,962,510
 1,179,807
 73,170,045
 55,142,317
 128,312,362
 (14,874,367) 113,437,995
 —
Longfellow PlaceBoston, MA (G) 1975 710
 53,164,160
 185,928,608
 77,215,801
 53,164,160
 263,144,409
 316,308,569
 (131,267,364) 185,041,205
 —
MantenaNew York, NY (G) 2012 98
 22,346,513
 61,501,158
 168,161
 22,346,513
 61,669,319
 84,015,832
 (4,731,391) 79,284,441
 —
Marina Del ReyMarina Del Rey, CA 1973 623
 —
 169,967,439
 1,355,945
 —
 171,323,384
 171,323,384
 (14,625,920) 156,697,464
 —
MarquessaCorona Hills, CA 1992 336
 6,888,500
 21,604,584
 3,037,350
 6,888,500
 24,641,934
 31,530,434
 (14,418,836) 17,111,598
 —
Martine, TheBellevue, WA 1984 67
 3,200,000
 9,616,264
 2,722,147
 3,200,000
 12,338,411
 15,538,411
 (4,098,923) 11,439,488
 —
Milano LoftsLos Angeles, CA (G) 1925/2006 99
 8,125,216
 27,378,784
 268,483
 8,125,216
 27,647,267
 35,772,483
 (2,394,637) 33,377,846
 —
MillikanIrvine, CA (F) —
 10,743,027
 6,214,141
 —
 10,743,027
 6,214,141
 16,957,168
 —
 16,957,168
 —
Mission Verde, LLCSan Jose, CA 1986 108
 5,190,700
 9,679,109
 3,349,695
 5,190,700
 13,028,804
 18,219,504
 (7,779,026) 10,440,478
 —
Mosaic at Largo StationHyattsville, MD 2008 242
 4,120,800
 42,477,297
 490,649
 4,120,800
 42,967,946
 47,088,746
 (9,970,232) 37,118,514
 —
Mountain ViewMountain View, CA 1965 180
 27,000,000
 33,338,325
 164,351
 27,000,000
 33,502,676
 60,502,676
 (3,080,868) 57,421,808
 —
Mozaic at Union StationLos Angeles, CA 2007 272
 8,500,000
 52,529,446
 1,325,352
 8,500,000
 53,854,798
 62,354,798
 (14,841,048) 47,513,750
 —
Murray HillNew York, NY (G) 1974 270
 75,800,000
 103,623,712
 579,164
 75,800,000
 104,202,876
 180,002,876
 (10,741,983) 169,260,893
 —
NorthglenValencia, CA 1988 234
 9,360,000
 20,778,553
 1,969,605
 9,360,000
 22,748,158
 32,108,158
 (10,747,805) 21,360,353
 —
Northlake (MD)Germantown, MD 1985 304
 15,000,000
 23,142,302
 10,244,672
 15,000,000
 33,386,974
 48,386,974
 (15,031,335) 33,355,639
 —
NorthridgePleasant Hill, CA 1974 221
 5,527,800
 14,691,705
 9,851,592
 5,527,800
 24,543,297
 30,071,097
 (13,695,958) 16,375,139
 —
Oak Mill IGermantown, MD 1984 208
 10,000,000
 13,155,522
 7,562,822
 10,000,000
 20,718,344
 30,718,344
 (9,644,381) 21,073,963
 —
Oak Park NorthAgoura Hills, CA 1990 220
 1,706,900
 15,362,666
 4,040,864
 1,706,900
 19,403,530
 21,110,430
 (11,981,703) 9,128,727
 —
Oak Park SouthAgoura Hills, CA 1989 224
 1,683,800
 15,154,608
 4,089,342
 1,683,800
 19,243,950
 20,927,750
 (11,943,140) 8,984,610
 —


S-6
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Sabal Palm at Metrowest II Orlando, FL 1997  456   4,560,000   33,907,283   —   2,691,106   4,560,000   36,598,389   41,158,389   (15,830,427)  25,327,962   — 
Sabal Pointe Coral Springs, FL 1995  275   1,951,600   17,570,508   —   3,961,145   1,951,600   21,531,653   23,483,253   (11,635,146)  11,848,107   — 
Saddle Ridge Ashburn, VA 1989  216   1,364,800   12,283,616   —   2,201,030   1,364,800   14,484,646   15,849,446   (7,934,560)  7,914,886   — 
Sage Everett, WA 2002  123   2,500,000   12,021,256   —   412,814   2,500,000   12,434,070   14,934,070   (2,576,867)  12,357,203   — 
Savannah at Park Place Atlanta, GA 2001  416   7,696,095   34,114,542   —   2,628,399   7,696,095   36,742,941   44,439,036   (10,138,404)  34,300,632   — 
Savoy III Aurora, CO (F)  —   659,165   4,749,723   —   —   659,165   4,749,723   5,408,888   —   5,408,888   — 
Sawgrass Cove Bradenton, FL 1991  336   3,360,000   12,587,189   —   80,974   3,360,000   12,668,163   16,028,163   (1,947,404)  14,080,759   — 
Scarborough Square Rockville, MD 1967  121   1,815,000   7,608,126   —   2,394,761   1,815,000   10,002,887   11,817,887   (4,923,278)  6,894,609   — 
Sedona Ridge Phoenix, AZ 1989  250   3,750,000   14,750,000   —   254,926   3,750,000   15,004,926   18,754,926   (2,039,282)  16,715,644   — 
Seeley Lake Lakewood, WA 1990  522   2,760,400   24,845,286   —   4,006,480   2,760,400   28,851,766   31,612,166   (14,437,537)  17,174,629   — 
Seventh & James Seattle, WA 1992  96   663,800   5,974,803   —   2,878,988   663,800   8,853,791   9,517,591   (4,849,519)  4,668,072   — 
Shadow Creek Winter Springs, FL 2000  280   6,000,000   21,719,768   —   1,434,843   6,000,000   23,154,611   29,154,611   (6,340,966)  22,813,645   — 
Sheridan Lake Club Dania Beach, FL 2001  240   12,000,000   23,170,580   —   1,252,843   12,000,000   24,423,423   36,423,423   (5,113,176)  31,310,247   — 
Sheridan Ocean Club combined Dania Beach, FL 1991  648   18,313,414   47,091,593   —   14,017,392   18,313,414   61,108,985   79,422,399   (21,027,176)  58,395,223   — 
Siena Terrace Lake Forest, CA 1988  356   8,900,000   24,083,024   —   2,738,600   8,900,000   26,821,624   35,721,624   (11,637,233)  24,084,391   — 
Silver Springs (FL) Jacksonville, FL 1985  432   1,831,100   16,474,735   —   5,779,723   1,831,100   22,254,458   24,085,558   (12,404,671)  11,680,887   — 
Skycrest Valencia, CA 1999  264   10,560,000   25,574,457   —   1,870,144   10,560,000   27,444,601   38,004,601   (10,001,263)  28,003,338   — 
Skylark Union City, CA 1986  174   1,781,600   16,731,916   —   1,608,125   1,781,600   18,340,041   20,121,641   (8,137,578)  11,984,063   — 
Skyline Terrace Burlingame, CA 1967/1987  138   16,836,000   35,414,000   —   469   16,836,000   35,414,469   52,250,469   (227,411)  52,023,058   — 
Skyline Towers Falls Church, VA (G) 1971  939   78,278,200   91,485,591   —   27,969,652   78,278,200   119,455,243   197,733,443   (30,881,457)  166,851,986   — 
Skyview Rancho Santa Margarita, CA 1999  260   3,380,000   21,952,863   —   1,667,929   3,380,000   23,620,792   27,000,792   (9,657,421)  17,343,371   — 
Sonoran Phoenix, AZ 1995  429   2,361,922   31,841,724   —   2,900,306   2,361,922   34,742,030   37,103,952   (16,082,432)  21,021,520   — 
Southwood Palo Alto, CA 1985  100   6,936,600   14,324,069   —   2,065,301   6,936,600   16,389,370   23,325,970   (7,489,798)  15,836,172   — 
Springbrook Estates Riverside, CA (F)  —   18,200,000   —   —   —   18,200,000   —   18,200,000   —   18,200,000   — 
St. Andrews at Winston Park Coconut Creek, FL 1997  284   5,680,000   19,812,090   —   2,144,175   5,680,000   21,956,265   27,636,265   (7,512,645)  20,123,620   — 
Stoney Creek Lakewood, WA 1990  231   1,215,200   10,938,134   —   2,267,480   1,215,200   13,205,614   14,420,814   (6,703,659)  7,717,155   — 
Summerwood Hayward, CA 1982  162   4,810,644   6,942,743   —   2,132,610   4,810,644   9,075,353   13,885,997   (4,231,400)  9,654,597   — 
Summit & Birch Hill Farmington, CT 1967  186   1,757,438   11,748,112   —   2,916,135   1,757,438   14,664,247   16,421,685   (5,733,897)  10,687,788   — 
Summit at Lake Union Seattle, WA 1995 -1997  150   1,424,700   12,852,461   —   3,097,192   1,424,700   15,949,653   17,374,353   (7,701,759)  9,672,594   — 
Surprise Lake Village Milton, WA 1986  338   4,162,543   21,995,958   —   167,483   4,162,543   22,163,441   26,325,984   (2,484,576)  23,841,408   — 
Sycamore Creek Scottsdale, AZ 1984  350   3,152,000   19,083,727   —   3,055,695   3,152,000   22,139,422   25,291,422   (10,946,251)  14,345,171   — 
Tanasbourne Terrace Hillsboro, OR 1986-1989  373   1,876,700   16,891,205   —   3,764,711   1,876,700   20,655,916   22,532,616   (12,425,399)  10,107,217   — 
Third Square Cambridge, MA (G) 2008/2009  482   27,812,384   228,734,105   —   567,932   27,812,384   229,302,037   257,114,421   (15,770,134)  241,344,287   — 
Tortuga Bay Orlando, FL 2004  314   6,280,000   32,121,779   —   985,669   6,280,000   33,107,448   39,387,448   (7,923,623)  31,463,825   — 
Toscana Irvine, CA 1991/1993  563   39,410,000   50,806,072   —   6,395,983   39,410,000   57,202,055   96,612,055   (21,654,115)  74,957,940   — 
Townes at Herndon Herndon, VA 2002  218   10,900,000   49,216,125   —   576,648   10,900,000   49,792,773   60,692,773   (10,492,949)  50,199,824   — 
Trump Place, 140 Riverside New York, NY (G) 2003  354   103,539,100   94,082,725   —   1,245,121   103,539,100   95,327,846   198,866,946   (20,098,341)  178,768,605   — 
Trump Place, 160 Riverside New York, NY (G) 2001  455   139,933,500   190,964,745   —   4,193,547   139,933,500   195,158,292   335,091,792   (39,008,991)  296,082,801   — 
Trump Place, 180 Riverside New York, NY (G) 1998  516   144,968,250   138,346,681   —   5,245,129   144,968,250   143,591,810   288,560,060   (30,420,203)  258,139,857   — 
Uwajimaya Village Seattle, WA 2002  176   8,800,000   22,188,288   —   231,285   8,800,000   22,419,573   31,219,573   (5,828,856)  25,390,717   — 
Valencia Plantation Orlando, FL 1990  194   873,000   12,819,377   —   2,124,405   873,000   14,943,782   15,816,782   (6,429,174)  9,387,608   — 
Vantage Pointe San Diego, CA (G) 2009  679   9,403,960   190,596,040   —   878,314   9,403,960   191,474,354   200,878,314   (2,779,752)  198,098,562   — 
Versailles (K-Town) Los Angeles, CA 2008  225   10,590,975   44,409,025   —   17,858   10,590,975   44,426,883   55,017,858   (2,028,003)  52,989,855   — 
Victor on Venice Los Angeles, CA (G) 2006  115   10,350,000   35,433,437   —   105,588   10,350,000   35,539,025   45,889,025   (6,273,594)  39,615,431   — 
Villa Encanto Phoenix, AZ 1983  385   2,884,447   22,197,363   —   3,530,421   2,884,447   25,727,784   28,612,231   (12,649,439)  15,962,792   — 
Villa Solana Laguna Hills, CA 1984  272   1,665,100   14,985,678   —   6,271,253   1,665,100   21,256,931   22,922,031   (12,286,928)  10,635,103   — 
Village at Bear Creek Lakewood, CO 1987  472   4,519,700   40,676,390   —   4,115,836   4,519,700   44,792,226   49,311,926   (21,310,226)  28,001,700   — 
Vista Del Largo Mission Viejo, CA 1986-1988  608   4,525,800   40,736,293   —   10,948,915   4,525,800   51,685,208   56,211,008   (30,191,450)  26,019,558   — 
Vista Grove Mesa, AZ 1997/1998  224   1,341,796   12,157,045   —   1,295,291   1,341,796   13,452,336   14,794,132   (6,225,002)  8,569,130   — 
Vista Montana — Residential & Townhomes San Jose, CA (F)  —   51,000,000   —   —   —   51,000,000   —   51,000,000   —   51,000,000   — 
Vista on Courthouse Arlington, VA 2008  220   15,550,260   69,449,740   —   86,777   15,550,260   69,536,517   85,086,777   (5,267,387)  79,819,390   — 
Waterford at Deerwood Jacksonville, FL 1985  248   1,496,913   10,659,702   —   3,584,784   1,496,913   14,244,486   15,741,399   (6,711,046)  9,030,353   — 
Waterford at Orange Park Orange Park, FL 1986  280   1,960,000   12,098,784   —   2,967,016   1,960,000   15,065,800   17,025,800   (7,417,680)  9,608,120   — 
Waterford Place (CO) Thornton, CO 1998  336   5,040,000   29,946,419   —   1,310,833   5,040,000   31,257,252   36,297,252   (9,793,049)  26,504,203   — 
Waterside Reston, VA 1984  276   20,700,000   27,474,388   —   7,638,031   20,700,000   35,112,419   55,812,419   (9,030,796)  46,781,623   — 
Webster Green Needham, MA 1985  77   1,418,893   9,485,006   —   1,000,811   1,418,893   10,485,817   11,904,710   (3,879,487)  8,025,223   — 
Welleby Lake Club Sunrise, FL 1991  304   3,648,000   17,620,879   —   3,744,103   3,648,000   21,364,982   25,012,982   (9,435,056)  15,577,926   — 
West End Apartments (fka Emerson Place/CRP II) Boston, MA (G) 2008  310   469,546   163,123,022   —   358,369   469,546   163,481,391   163,950,937   (15,522,448)  148,428,489   — 
Westerly at Worldgate Herndon, VA 1995  320   14,568,000   43,620,057   —   1,062,632   14,568,000   44,682,689   59,250,689   (6,046,012)  53,204,677   — 
Westfield Village Centerville, VA 1988  228   7,000,000   23,245,834   —   4,574,728   7,000,000   27,820,562   34,820,562   (8,289,817)  26,530,745   — 
Westridge Tacoma, WA 1987 -1991  714   3,501,900   31,506,082   —   6,551,697   3,501,900   38,057,779   41,559,679   (19,228,990)  22,330,689   — 
Westgate Pasadena Condos Pasadena, CA (F)  —   29,977,725   16,130,079   —   —   29,977,725   16,130,079   46,107,804   —   46,107,804   — 
Westgate Pasadena and Green Pasadena, CA (F)  —   —   390,813   —   —   —   390,813   390,813   —   390,813   — 
Westside Villas I Los Angeles, CA 1999  21   1,785,000   3,233,254   —   256,198   1,785,000   3,489,452   5,274,452   (1,324,557)  3,949,895   — 
Westside Villas II Los Angeles, CA 1999  23   1,955,000   3,541,435   —   139,793   1,955,000   3,681,228   5,636,228   (1,307,577)  4,328,651   — 
Westside Villas III Los Angeles, CA 1999  36   3,060,000   5,538,871   —   203,576   3,060,000   5,742,447   8,802,447   (2,045,237)  6,757,210   — 
Westside Villas IV Los Angeles, CA 1999  36   3,060,000   5,539,390   —   212,024   3,060,000   5,751,414   8,811,414   (2,039,061)  6,772,353   — 
Westside Villas V Los Angeles, CA 1999  60   5,100,000   9,224,485   —   368,292   5,100,000   9,592,777   14,692,777   (3,414,998)  11,277,779   — 
Westside Villas VI Los Angeles, CA 1989  18   1,530,000   3,023,523   —   231,964   1,530,000   3,255,487   4,785,487   (1,182,625)  3,602,862   — 
Westside Villas VII Los Angeles, CA 2001  53   4,505,000   10,758,900   —   361,135   4,505,000   11,120,035   15,625,035   (3,377,984)  12,247,051   — 
Wimberly at Deerwood Jacksonville, FL 2000  322   8,000,000   30,057,214   —   1,524,972   8,000,000   31,582,186   39,582,186   (7,060,939)  32,521,247   — 
Winchester Park Riverside, RI 1972  416   2,822,618   18,868,626   —   6,221,418   2,822,618   25,090,044   27,912,662   (10,446,769)  17,465,893   — 
Winchester Wood Riverside, RI 1989  62   683,215   4,567,154   —   798,960   683,215   5,366,114   6,049,329   (2,013,478)  4,035,851   — 
Windsor at Fair Lakes Fairfax, VA 1988  250   10,000,000   28,587,109   —   5,870,235   10,000,000   34,457,344   44,457,344   (9,463,894)  34,993,450   — 

S-7

Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Oaks at Falls ChurchFalls Church, VA 1966 176
 20,240,000
 20,152,616
 3,779,190
 20,240,000
 23,931,806
 44,171,806
 (8,672,588) 35,499,218
 —
Oakwood BostonBoston, MA (G) 1901 94
 22,200,000
 28,934,606
 102,228
 22,200,000
 29,036,834
 51,236,834
 (1,901,519) 49,335,315
 —
Oakwood Crystal CityArlington, VA 1987 162
 15,400,000
 35,735,963
 63,451
 15,400,000
 35,799,414
 51,199,414
 (2,172,022) 49,027,392
 —
Oakwood Marina Del ReyMarina Del Rey, CA 1969 597
 —
 121,554,078
 597,665
 —
 122,151,743
 122,151,743
 (8,733,929) 113,417,814
 —
Oasis at Delray Beach IDelray Beach, FL 1999 196
 5,900,000
 25,310,444
 298,806
 5,900,000
 25,609,250
 31,509,250
 (2,359,051) 29,150,199
 —
Oasis at Delray Beach IIDelray Beach, FL 2013 128
 3,840,000
 17,490,066
 1,190
 3,840,000
 17,491,256
 21,331,256
 —
 21,331,256
 —
Ocean CrestSolana Beach, CA 1986 146
 5,111,200
 11,910,438
 2,435,992
 5,111,200
 14,346,430
 19,457,630
 (8,131,799) 11,325,831
 —
Ocean WalkKey West, FL 1990 297
 2,838,749
 25,545,009
 3,993,374
 2,838,749
 29,538,383
 32,377,132
 (16,842,336) 15,534,796
 —
Olde Redmond PlaceRedmond, WA 1986 192
 4,807,100
 14,126,038
 4,373,660
 4,807,100
 18,499,698
 23,306,798
 (11,043,147) 12,263,651
 —
One Henry AdamsSan Francisco, CA (F) —
 30,952,393
 3,124,964
 —
 30,952,393
 3,124,964
 34,077,357
 —
 34,077,357
 —
Orchard RidgeLynnwood, WA 1988 104
 480,600
 4,372,033
 1,533,264
 480,600
 5,905,297
 6,385,897
 (3,964,230) 2,421,667
 —
Palm Trace LandingsDavie, FL 1995 768
 38,400,000
 105,693,432
 4,031,375
 38,400,000
 109,724,807
 148,124,807
 (36,189,802) 111,935,005
 —
Parc 77New York, NY (G) 1903 137
 40,504,000
 18,025,679
 4,828,502
 40,504,000
 22,854,181
 63,358,181
 (8,404,862) 54,953,319
 —
Parc CameronNew York, NY (G) 1927 166
 37,600,000
 9,855,597
 5,764,055
 37,600,000
 15,619,652
 53,219,652
 (7,133,172) 46,086,480
 —
Parc ColiseumNew York, NY (G) 1910 177
 52,654,000
 23,045,751
 7,619,769
 52,654,000
 30,665,520
 83,319,520
 (11,481,750) 71,837,770
 —
Parc East TowersNew York, NY (G) 1977 324
 102,163,000
 108,989,402
 6,956,519
 102,163,000
 115,945,921
 218,108,921
 (31,853,462) 186,255,459
 —
Park at Turtle Run, TheCoral Springs, FL 2001 257
 15,420,000
 36,064,629
 1,229,572
 15,420,000
 37,294,201
 52,714,201
 (13,204,540) 39,509,661
 —
Park ConnecticutWashington, D.C. 2000 142
 13,700,000
 59,460,861
 93,329
 13,700,000
 59,554,190
 73,254,190
 (3,914,535) 69,339,655
 —
Park West (CA)Los Angeles, CA 1987/1990 444
 3,033,500
 27,302,383
 7,330,685
 3,033,500
 34,633,068
 37,666,568
 (21,889,796) 15,776,772
 —
ParkfieldDenver, CO 2000 476
 8,330,000
 28,667,618
 3,057,365
 8,330,000
 31,724,983
 40,054,983
 (14,820,148) 25,234,835
 —
ParksideUnion City, CA 1979 208
 6,246,700
 11,827,453
 3,833,813
 6,246,700
 15,661,266
 21,907,966
 (9,486,679) 12,421,287
 —
PegasusLos Angeles, CA (G) 1949/2003 322
 18,094,052
 81,905,948
 2,015,760
 18,094,052
 83,921,708
 102,015,760
 (12,457,511) 89,558,249
 —
Pentagon CityArlington, VA (G) 1990 298
 28,300,000
 79,387,601
 145,906
 28,300,000
 79,533,507
 107,833,507
 (6,012,255) 101,821,252
 —
Phillips ParkWellesley, MA 1988 49
 816,922
 5,460,955
 1,038,416
 816,922
 6,499,371
 7,316,293
 (3,280,138) 4,036,155
 —
Playa Del ReyPlaya Del Rey, CA 2004 354
 60,900,000
 90,085,898
 407,504
 60,900,000
 90,493,402
 151,393,402
 (7,145,468) 144,247,934
 —
Playa PacificaHermosa Beach, CA 1972 285
 35,100,000
 33,473,822
 8,011,904
 35,100,000
 41,485,726
 76,585,726
 (16,371,788) 60,213,938
 —
PortofinoChino Hills, CA 1989 176
 3,572,400
 14,660,994
 3,352,092
 3,572,400
 18,013,086
 21,585,486
 (9,926,077) 11,659,409
 —
Portofino (Val)Valencia, CA 1989 216
 8,640,000
 21,487,126
 2,646,783
 8,640,000
 24,133,909
 32,773,909
 (11,529,488) 21,244,421
 —
Portside TowersJersey City, NJ (G) 1992-1997 527
 22,487,006
 96,842,913
 18,435,833
 22,487,006
 115,278,746
 137,765,752
 (61,617,346) 76,148,406
 —
PotreroSan Francisco, CA (F) —
 40,830,011
 2,683,265
 —
 40,830,011
 2,683,265
 43,513,276
 —
 43,513,276
 —
Preserve at Deer CreekDeerfield Beach, FL 1997 540
 13,500,000
 60,011,208
 9,643,309
 13,500,000
 69,654,517
 83,154,517
 (24,599,996) 58,554,521
 —
Prime, TheArlington, VA 2002 256
 32,000,000
 64,436,539
 965,087
 32,000,000
 65,401,626
 97,401,626
 (19,038,929) 78,362,697
 —
Promenade at AventuraAventura, FL 1995 296
 13,320,000
 30,353,748
 6,552,908
 13,320,000
 36,906,656
 50,226,656
 (16,970,116) 33,256,540
 —
Promenade at Town Center IValencia, CA 2001 294
 14,700,000
 35,390,279
 2,206,279
 14,700,000
 37,596,558
 52,296,558
 (14,095,067) 38,201,491
 —
Promenade at Town Center IIValencia, CA 2001 270
 13,500,000
 34,405,636
 1,985,501
 13,500,000
 36,391,137
 49,891,137
 (13,530,181) 36,360,956
 —
Promenade at Wyndham LakesCoral Springs, FL 1998 332
 6,640,000
 26,743,760
 5,005,200
 6,640,000
 31,748,960
 38,388,960
 (14,987,283) 23,401,677
 —
Promenade TerraceCorona, CA 1990 330
 2,272,800
 20,546,289
 5,691,127
 2,272,800
 26,237,416
 28,510,216
 (16,670,485) 11,839,731
 —
Quarry HillsQuincy, MA 2006 316
 26,900,000
 84,983,599
 140,458
 26,900,000
 85,124,057
 112,024,057
 (6,865,171) 105,158,886
 —
Red 160 (fka Redmond Way)Redmond , WA (G) 2011 250
 15,546,376
 65,320,010
 504,378
 15,546,376
 65,824,388
 81,370,764
 (6,551,308) 74,819,456
 —
Red Road CommonsMiami, FL (G) 2009 404
 27,383,547
 99,656,440
 1,497,545
 27,383,547
 101,153,985
 128,537,532
 (14,269,702) 114,267,830
 —
Redmond CourtBellevue, WA 1977 206
 10,300,000
 33,713,933
 294,313
 10,300,000
 34,008,246
 44,308,246
 (2,592,517) 41,715,729
 —
Regency PalmsHuntington Beach, CA 1969 310
 1,857,400
 16,713,254
 5,247,158
 1,857,400
 21,960,412
 23,817,812
 (14,160,070) 9,657,742
 —
Renaissance VillasBerkeley, CA (G) 1998 34
 2,458,000
 4,542,000
 105,946
 2,458,000
 4,647,946
 7,105,946
 (1,193,952) 5,911,994
 —
Reserve at Ashley LakeBoynton Beach, FL 1990 440
 3,520,400
 23,332,494
 6,605,628
 3,520,400
 29,938,122
 33,458,522
 (17,387,775) 16,070,747
 —
Reserve at Town Center II (WA)Mill Creek, WA 2009 100
 4,310,417
 17,165,142
 64,229
 4,310,417
 17,229,371
 21,539,788
 (2,513,872) 19,025,916
 —
Reserve at Town Center IIIMill Creek, WA (F) —
 2,089,388
 16,339,822
 —
 2,089,388
 16,339,822
 18,429,210
 —
 18,429,210
 —
Residences at BayviewPompano Beach, FL (G) 2004 225
 5,783,545
 39,334,455
 894,691
 5,783,545
 40,229,146
 46,012,691
 (7,182,488) 38,830,203
 —
Residences at Westgate I (fka Westgate II)Pasadena, CA (F) —
 17,859,785
 83,708,925
 —
 17,859,785
 83,708,925
 101,568,710
 —
 101,568,710
 —



S-7
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Winston, The (FL) Pembroke Pines, FL 2001/2003  464   18,561,000   49,527,569   —   1,617,923   18,561,000   51,145,492   69,706,492   (8,441,759)  61,264,733   — 
Wood Creek (CA) Pleasant Hill, CA 1987  256   9,729,900   23,009,768   —   4,472,213   9,729,900   27,481,981   37,211,881   (12,645,672)  24,566,209   — 
Woodbridge (CT) Newington, CT 1968  73   498,377   3,331,548   —   862,784   498,377   4,194,332   4,692,709   (1,635,504)  3,057,205   — 
Woodleaf Campbell, CA 1984  178   8,550,600   16,988,183   —   1,418,889   8,550,600   18,407,072   26,957,672   (8,148,131)  18,809,541   — 
Woodside Lorton, VA 1987  252   1,326,000   12,510,903   —   5,846,332   1,326,000   18,357,235   19,683,235   (10,821,201)  8,862,034   — 
Management Business Chicago, IL (D)  —   —   —   —   79,865,530   —   79,865,530   79,865,530   (61,109,987)  18,755,543   — 
Operating Partnership Chicago, IL (F)  —   —   804,852   —   —   —   804,852   804,852   —   804,852   — 
       
ERPOP Wholly Owned Unencumbered
      80,239   2,929,343,369   8,675,464,206   —   950,595,062   2,929,343,369   9,626,059,268   12,555,402,637   (2,847,912,228)  9,707,490,409   — 
       
                                                 
ERPOP Wholly Owned Encumbered:
                                                
929 House Cambridge, MA (G) 1975  127   3,252,993   21,745,595   —   4,361,591   3,252,993   26,107,186   29,360,179   (9,147,568)  20,212,611   3,059,026 
Academy Village North Hollywood, CA 1989  248   25,000,000   23,593,194   —   5,642,404   25,000,000   29,235,598   54,235,598   (8,614,636)  45,620,962   20,000,000 
Acappella Pasadena, CA 2002  143   5,839,548   29,360,452   —   —   5,839,548   29,360,452   35,200,000   —   35,200,000   20,886,508 
Acton Courtyard Berkeley, CA (G) 2003  71   5,550,000   15,785,509   —   58,895   5,550,000   15,844,404   21,394,404   (2,806,816)  18,587,588   9,920,000 
Alborada Fremont, CA 1999  442   24,310,000   59,214,129   —   2,251,542   24,310,000   61,465,671   85,775,671   (23,124,504)  62,651,167   (J)
Alexander on Ponce Atlanta, GA 2003  330   9,900,000   35,819,022   —   1,541,765   9,900,000   37,360,787   47,260,787   (8,232,441)  39,028,346   28,880,000 
Amberton Manassas, VA 1986  190   900,600   11,921,815   —   2,406,495   900,600   14,328,310   15,228,910   (7,347,971)  7,880,939   10,705,000 
Arbor Terrace Sunnyvale, CA 1979  175   9,057,300   18,483,642   —   2,226,056   9,057,300   20,709,698   29,766,998   (9,184,819)  20,582,179   (L)
Arboretum (MA) Canton, MA 1989  156   4,685,900   10,992,751   —   1,798,509   4,685,900   12,791,260   17,477,160   (6,000,939)  11,476,221   (I)
Artech Building Berkeley, CA (G) 2002  21   1,642,000   9,152,518   —   85,975   1,642,000   9,238,493   10,880,493   (1,437,190)  9,443,303   3,200,000 
Artisan Square Northridge, CA 2002  140   7,000,000   20,537,359   —   687,091   7,000,000   21,224,450   28,224,450   (6,239,094)  21,985,356   22,779,715 
Avanti Anaheim, CA 1987  162   12,960,000   18,497,683   —   1,018,387   12,960,000   19,516,070   32,476,070   (4,132,155)  28,343,915   19,850,000 
Bachenheimer Building Berkeley, CA (G) 2004  44   3,439,000   13,866,379   —   42,240   3,439,000   13,908,619   17,347,619   (2,287,866)  15,059,753   8,585,000 
Bella Vista Apartments at Boca Del Mar Boca Raton, FL 1985  392   11,760,000   20,190,252   —   13,328,327   11,760,000   33,518,579   45,278,579   (13,414,974)  31,863,605   26,134,010 
Bellagio Apartment Homes Scottsdale, AZ 1995  202   2,626,000   16,025,041   —   953,738   2,626,000   16,978,779   19,604,779   (4,541,961)  15,062,818   (L)
Berkeleyan Berkeley, CA (G) 1998  56   4,377,000   16,022,110   —   264,145   4,377,000   16,286,255   20,663,255   (2,735,637)  17,927,618   8,290,000 
Bradley Park Puyallup, WA 1999  155   3,813,000   18,313,645   —   388,646   3,813,000   18,702,291   22,515,291   (4,995,318)  17,519,973   11,143,586 
Briarwood (CA) Sunnyvale, CA 1985  192   9,991,500   22,247,278   —   1,434,998   9,991,500   23,682,276   33,673,776   (10,266,159)  23,407,617   12,800,000 
Brookside (CO) Boulder, CO 1993  144   3,600,400   10,211,159   —   1,520,927   3,600,400   11,732,086   15,332,486   (5,075,082)  10,257,404   (L)
Canterbury Germantown, MD (I) 1986  544   2,781,300   32,942,531   —   13,914,331   2,781,300   46,856,862   49,638,162   (24,687,359)  24,950,803   31,680,000 
Cape House I Jacksonville, FL 1998  240   4,800,000   22,484,240   —   426,982   4,800,000   22,911,222   27,711,222   (4,507,742)  23,203,480   13,748,202 
Cape House II Jacksonville, FL 1998  240   4,800,000   22,229,836   —   1,689,141   4,800,000   23,918,977   28,718,977   (4,773,188)  23,945,789   13,302,929 
Carmel Terrace San Diego, CA 1988-1989  384   2,288,300   20,596,281   —   9,979,210   2,288,300   30,575,491   32,863,791   (16,480,043)  16,383,748   (K)
Cascade at Landmark Alexandria, VA 1990  277   3,603,400   19,657,554   —   6,814,326   3,603,400   26,471,880   30,075,280   (12,856,433)  17,218,847   31,921,089 
Centennial Court Seattle, WA (G) 2001  187   3,800,000   21,280,039   —   362,829   3,800,000   21,642,868   25,442,868   (5,029,405)  20,413,463   15,557,428 
Centennial Tower Seattle, WA (G) 1991  221   5,900,000   48,800,339   —   2,046,434   5,900,000   50,846,773   56,746,773   (11,438,821)  45,307,952   25,300,790 
Chelsea Square Redmond, WA 1991  113   3,397,100   9,289,074   —   1,388,566   3,397,100   10,677,640   14,074,740   (4,562,296)  9,512,444   (L)
Church Corner Cambridge, MA (G) 1987  85   5,220,000   16,744,643   —   1,179,544   5,220,000   17,924,187   23,144,187   (4,248,578)  18,895,609   12,000,000 
Cierra Crest Denver, CO 1996  480   4,803,100   34,894,898   —   4,402,011   4,803,100   39,296,909   44,100,009   (18,210,852)  25,889,157   (L)
City Pointe Fullerton, CA (G) 2004  183   6,863,792   36,476,207   —   83,706   6,863,792   36,559,913   43,423,705   (2,707,002)  40,716,703   23,503,206 
Colorado Pointe Denver, CO 2006  193   5,790,000   28,815,766   —   408,628   5,790,000   29,224,394   35,014,394   (6,452,888)  28,561,506   (K)
Conway Court Roslindale, MA 1920  28   101,451   710,524   —   229,420   101,451   939,944   1,041,395   (395,244)  646,151   260,117 
Copper Canyon Highlands Ranch, CO 1999  222   1,442,212   16,251,114   —   1,150,650   1,442,212   17,401,764   18,843,976   (7,322,122)  11,521,854   (K)
Country Brook Chandler, AZ 1986-1996  396   1,505,219   29,542,535   —   3,653,889   1,505,219   33,196,424   34,701,643   (15,485,956)  19,215,687   (K)
Country Club Lakes Jacksonville, FL 1997  555   15,000,000   41,055,786   —   4,105,750   15,000,000   45,161,536   60,161,536   (11,315,474)  48,846,062   32,097,598 
Creekside (San Mateo) San Mateo, CA 1985  192   9,606,600   21,193,232   —   2,040,890   9,606,600   23,234,122   32,840,722   (9,971,049)  22,869,673   (L)
Crescent at Cherry Creek Denver, CO 1994  216   2,594,000   15,149,470   —   2,620,271   2,594,000   17,769,741   20,363,741   (8,074,935)  12,288,806   (K)
Deerwood (SD) San Diego, CA 1990  316   2,082,095   18,739,815   —   13,007,845   2,082,095   31,747,660   33,829,755   (17,756,307)  16,073,448   (K)
Estates at Maitland Summit Orlando, FL 1998  272   9,520,000   28,352,160   —   678,371   9,520,000   29,030,531   38,550,531   (7,308,841)  31,241,690   (L)
Estates at Tanglewood Westminster, CO 2003  504   7,560,000   51,256,538   —   1,850,357   7,560,000   53,106,895   60,666,895   (12,304,895)  48,362,000   (J)
Fairfield Stamford, CT (G) 1996  263   6,510,200   39,690,120   —   5,118,992   6,510,200   44,809,112   51,319,312   (19,894,444)  31,424,868   34,595,000 
Fine Arts Building Berkeley, CA (G) 2004  100   7,817,000   26,462,772   —   58,091   7,817,000   26,520,863   34,337,863   (4,506,280)  29,831,583   16,215,000 
Gaia Building Berkeley, CA (G) 2000  91   7,113,000   25,623,826   —   117,077   7,113,000   25,740,903   32,853,903   (4,345,971)  28,507,932   14,630,000 
Gateway at Malden Center Malden, MA (G) 1988  203   9,209,780   25,722,666   —   7,947,656   9,209,780   33,670,322   42,880,102   (10,662,848)  32,217,254   14,970,000 
Geary Court Yard San Francisco, CA 1990  164   1,722,400   15,471,429   —   2,040,242   1,722,400   17,511,671   19,234,071   (8,300,938)  10,933,133   18,893,440 
Glen Meadow Franklin, MA 1971  288   2,339,330   16,133,588   —   3,534,410   2,339,330   19,667,998   22,007,328   (8,107,522)  13,899,806   619,538 
Grandeville at River Place Oviedo, FL 2002  280   6,000,000   23,114,693   —   1,520,490   6,000,000   24,635,183   30,635,183   (6,872,649)  23,762,534   28,890,000 
Greenhaven Union City, CA 1983  250   7,507,000   15,210,399   —   2,970,066   7,507,000   18,180,465   25,687,465   (8,456,557)  17,230,908   10,975,000 
Greenhouse — Frey Road Kennesaw, GA 1985  489   2,467,200   22,187,443   —   4,922,373   2,467,200   27,109,816   29,577,016   (16,164,084)  13,412,932   19,700,000 
Greenwood Park Centennial, CO 1994  291   4,365,000   38,372,440   —   1,136,402   4,365,000   39,508,842   43,873,842   (6,846,735)  37,027,107   (L)
Greenwood Plaza Centennial, CO 1996  266   3,990,000   35,846,708   —   1,658,135   3,990,000   37,504,843   41,494,843   (6,529,493)  34,965,350   (L)
Harbor Steps Seattle, WA (G) 2000  730   59,900,000   158,829,432   —   5,787,753   59,900,000   164,617,185   224,517,185   (34,944,472)  189,572,713   125,926,373 
Hathaway Long Beach, CA 1987  385   2,512,500   22,611,912   —   6,365,675   2,512,500   28,977,587   31,490,087   (15,770,720)  15,719,367   46,517,800 
Heights on Capitol Hill Seattle, WA (G) 2006  104   5,425,000   21,138,028   —   55,704   5,425,000   21,193,732   26,618,732   (3,965,879)  22,652,853   19,320,000 
Heritage at Stone Ridge Burlington, MA 2005  180   10,800,000   31,808,335   —   607,280   10,800,000   32,415,615   43,215,615   (7,307,875)  35,907,740   28,150,164 
Heronfield Kirkland, WA 1990  202   9,245,000   27,018,110   —   1,212,853   9,245,000   28,230,963   37,475,963   (5,306,819)  32,169,144   (K)
Highlands at Cherry Hill Cherry Hills, NJ 2002  170   6,800,000   21,459,108   —   582,660   6,800,000   22,041,768   28,841,768   (4,883,071)  23,958,697   14,947,792 
Ivory Wood Bothell, WA 2000  144   2,732,800   13,888,282   —   543,271   2,732,800   14,431,553   17,164,353   (3,798,957)  13,365,396   8,020,000 
Jaclen Towers Beverly, MA 1976  100   437,072   2,921,735   —   1,125,390   437,072   4,047,125   4,484,197   (1,826,858)  2,657,339   1,208,416 
Kelvin Court (fka Alta Pacific) Irvine, CA 2008  132   10,752,145   34,628,114   —   11,381   10,752,145   34,639,495   45,391,640   (3,455,525)  41,936,115   28,260,000 
La Terrazza at Colma Station Colma, CA (G) 2005  153   —   41,251,043   —   458,671   —   41,709,714   41,709,714   (6,759,707)  34,950,007   25,940,000 
LaSalle Beaverton, OR (G) 1998  554   7,202,000   35,877,612   —   2,584,539   7,202,000   38,462,151   45,664,151   (12,221,817)  33,442,334   28,342,496 
Liberty Park Brain Tree, MA 2000  202   5,977,504   26,749,111   —   1,935,923   5,977,504   28,685,034   34,662,538   (8,587,844)  26,074,694   24,980,280 
Liberty Tower Arlington, VA (G) 2008  235   16,382,822   83,817,078   —   98,458   16,382,822   83,915,536   100,298,358   (2,774,628)  97,523,730   49,160,870 

S-8

Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Residences at Westgate II (fka Westgate III)Pasadena, CA (F) —
 12,118,061
 19,127,918
 —
 12,118,061
 19,127,918
 31,245,979
 —
 31,245,979
 —
Reunion at Redmond Ridge (fka Redmond Ridge)Redmond, WA 2008 321
 6,975,705
 46,175,001
 224,446
 6,975,705
 46,399,447
 53,375,152
 (9,881,175) 43,493,977
 —
Rianna ISeattle, WA (G) 2000 78
 2,268,160
 14,864,482
 266,542
 2,268,160
 15,131,024
 17,399,184
 (3,207,605) 14,191,579
 —
Ridgewood Village I&IISan Diego, CA 1997 408
 11,809,500
 34,004,048
 4,287,842
 11,809,500
 38,291,890
 50,101,390
 (18,480,854) 31,620,536
 —
Rincon HillSan Francisco, CA (F) —
 42,000,000
 7,574,181
 —
 42,000,000
 7,574,181
 49,574,181
 —
 49,574,181
 —
Riva Terra IRedwood City, CA 1986 304
 34,963,355
 85,202,482
 628,146
 34,963,355
 85,830,628
 120,793,983
 (6,684,339) 114,109,644
 —
Riva Terra IIRedwood City, CA 1986 149
 17,136,645
 40,832,170
 650,300
 17,136,645
 41,482,470
 58,619,115
 (3,089,614) 55,529,501
 —
River TowerNew York, NY (G) 1982 323
 118,669,441
 98,880,559
 4,123,564
 118,669,441
 103,004,123
 221,673,564
 (24,034,599) 197,638,965
 —
RiverparkRedmond, WA (G) 2009 319
 14,355,000
 80,894,049
 129,922
 14,355,000
 81,023,971
 95,378,971
 (8,357,613) 87,021,358
 —
Rivers Bend (CT)Windsor, CT 1973 373
 3,325,517
 22,573,826
 3,026,927
 3,325,517
 25,600,753
 28,926,270
 (12,625,301) 16,300,969
 —
Riverview CondominiumsNorwalk, CT 1991 92
 2,300,000
 7,406,730
 2,346,640
 2,300,000
 9,753,370
 12,053,370
 (5,182,720) 6,870,650
 —
Rolling Green (Amherst)Amherst, MA 1970 204
 1,340,702
 8,962,317
 3,899,396
 1,340,702
 12,861,713
 14,202,415
 (7,180,118) 7,022,297
 —
Rolling Green (Milford)Milford, MA 1970 304
 2,012,350
 13,452,150
 5,371,687
 2,012,350
 18,823,837
 20,836,187
 (9,832,847) 11,003,340
 —
Rosecliff IIQuincy, MA 2005 130
 4,922,840
 30,202,160
 376,039
 4,922,840
 30,578,199
 35,501,039
 (3,928,769) 31,572,270
 —
RosslynArlington, VA (G) 2003 314
 31,400,000
 109,727,825
 67,784
 31,400,000
 109,795,609
 141,195,609
 (7,664,303) 133,531,306
 —
Sabal Palm at Lake Buena VistaOrlando, FL 1988 400
 2,800,000
 23,687,893
 6,932,172
 2,800,000
 30,620,065
 33,420,065
 (16,048,657) 17,371,408
 —
Sabal PointeCoral Springs, FL 1995 275
 1,951,600
 17,570,508
 6,418,274
 1,951,600
 23,988,782
 25,940,382
 (14,670,174) 11,270,208
 —
SageEverett, WA 2002 123
 2,500,000
 12,021,256
 567,364
 2,500,000
 12,588,620
 15,088,620
 (4,281,852) 10,806,768
 —
Sakura CrossingLos Angeles, CA (G) 2009 230
 14,641,990
 42,858,010
 280,897
 14,641,990
 43,138,907
 57,780,897
 (6,186,384) 51,594,513
 —
SausalitoSausalito, CA 1978 198
 26,000,000
 28,714,965
 169,663
 26,000,000
 28,884,628
 54,884,628
 (3,138,534) 51,746,094
 —
Savoy at Dayton Station I & II (fka Savoy I)Aurora, CO 2001 444
 5,450,295
 38,765,670
 3,156,829
 5,450,295
 41,922,499
 47,372,794
 (15,725,082) 31,647,712
 —
Savoy at Dayton Station III (fka Savoy III)Aurora, CO 2012 168
 659,165
 21,271,331
 59,151
 659,165
 21,330,482
 21,989,647
 (1,512,605) 20,477,042
 —
Scarborough SquareRockville, MD 1967 121
 1,815,000
 7,608,126
 2,828,563
 1,815,000
 10,436,689
 12,251,689
 (6,175,785) 6,075,904
 —
Seventh & JamesSeattle, WA 1992 96
 663,800
 5,974,803
 3,562,306
 663,800
 9,537,109
 10,200,909
 (5,910,718) 4,290,191
 —
Shadow CreekWinter Springs, FL 2000 280
 6,000,000
 21,719,768
 2,122,402
 6,000,000
 23,842,170
 29,842,170
 (9,008,244) 20,833,926
 —
Sheffield CourtArlington, VA 1986 597
 3,342,381
 31,337,332
 12,888,683
 3,342,381
 44,226,015
 47,568,396
 (27,676,964) 19,891,432
 —
Sheridan Lake ClubDania Beach, FL 2001 240
 12,000,000
 23,170,580
 1,772,157
 12,000,000
 24,942,737
 36,942,737
 (8,564,889) 28,377,848
 —
Sheridan Ocean Club combinedDania Beach, FL 1991 648
 18,313,414
 47,091,594
 17,044,266
 18,313,414
 64,135,860
 82,449,274
 (30,116,438) 52,332,836
 —
SkycrestValencia, CA 1999 264
 10,560,000
 25,574,457
 2,239,072
 10,560,000
 27,813,529
 38,373,529
 (13,059,276) 25,314,253
 —
SkylarkUnion City, CA 1986 174
 1,781,600
 16,731,916
 1,914,660
 1,781,600
 18,646,576
 20,428,176
 (10,171,464) 10,256,712
 —
Skyline TerraceBurlingame, CA 1967 & 1987 138
 16,836,000
 35,414,000
 3,846,309
 16,836,000
 39,260,309
 56,096,309
 (6,410,921) 49,685,388
 —
Skyline TowersFalls Church, VA (G) 1971 939
 78,278,200
 91,485,591
 30,593,973
 78,278,200
 122,079,564
 200,357,764
 (49,094,497) 151,263,267
 —
Sonterra at Foothill RanchFoothill Ranch, CA 1997 300
 7,503,400
 24,048,507
 1,897,617
 7,503,400
 25,946,124
 33,449,524
 (14,258,820) 19,190,704
 —
South San FranciscoSan Francisco, CA (G) 2007 360
 68,900,000
 80,240,812
 413,552
 68,900,000
 80,654,364
 149,554,364
 (7,124,507) 142,429,857
 —
SouthwoodPalo Alto, CA 1985 100
 6,936,600
 14,324,069
 2,992,190
 6,936,600
 17,316,259
 24,252,859
 (9,441,621) 14,811,238
 —
Springbrook EstatesRiverside, CA (F) —
 18,200,000
 —
 —
 18,200,000
 —
 18,200,000
 —
 18,200,000
 —
St. Andrews at Winston ParkCoconut Creek, FL 1997 284
 5,680,000
 19,812,090
 4,291,946
 5,680,000
 24,104,036
 29,784,036
 (10,414,453) 19,369,583
 —
Summerset Village IIChatsworth, CA (F) —
 260,646
 —
 —
 260,646
 —
 260,646
 —
 260,646
 —
Summit & Birch HillFarmington, CT 1967 186
 1,757,438
 11,748,112
 3,297,807
 1,757,438
 15,045,919
 16,803,357
 (7,782,721) 9,020,636
 —
Summit at Lake UnionSeattle, WA 1995 -1997 150
 1,424,700
 12,852,461
 4,247,599
 1,424,700
 17,100,060
 18,524,760
 (9,836,580) 8,688,180
 —
TallmanSeattle, WA (F) —
 16,807,519
 6,589,411
 —
 16,807,519
 6,589,411
 23,396,930
 —
 23,396,930
 —
Tasman (fka Vista Montana - Residential)San Jose, CA (F) —
 27,679,638
 21,699,903
 —
 27,679,638
 21,699,903
 49,379,541
 —
 49,379,541
 —
Ten23 (fka 500 West 23rd Street)New York, NY (G) 2011 111
 —
 58,794,517
 84,180
 —
 58,878,697
 58,878,697
 (3,920,806) 54,957,891
 —
Terraces, TheSan Francisco, CA (G) 1975 117
 14,087,610
 16,314,151
 602,473
 14,087,610
 16,916,624
 31,004,234
 (2,524,529) 28,479,705
 —
Third SquareCambridge, MA (G) 2008/2009 471
 26,767,171
 218,770,581
 2,768,015
 26,767,171
 221,538,596
 248,305,767
 (39,901,393) 208,404,374
 —
Tortuga BayOrlando, FL 2004 314
 6,280,000
 32,121,779
 1,291,995
 6,280,000
 33,413,774
 39,693,774
 (11,379,630) 28,314,144
 —
Town Center South Commercial TractSt. Charles, MD (F) —
 1,500,000
 3,896
 —
 1,500,000
 3,896
 1,503,896
 —
 1,503,896
 —
Town Square at Mark Center Phase IIAlexandria, VA 2001 272
 15,568,464
 55,029,607
 493,433
 15,568,464
 55,523,040
 71,091,504
 (10,475,335) 60,616,169
 —

S-8
Table of Contents



EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Lincoln Heights Quincy, MA 1991  336   5,928,400   33,595,262   —   10,549,292   5,928,400   44,144,554   50,072,954   (19,375,802)  30,697,152   (L)
Longview Place Waltham, MA 2004  348   20,880,000   90,255,509   —   1,460,656   20,880,000   91,716,165   112,596,165   (18,368,568)  94,227,597   57,029,000 
Market Street Village San Diego, CA 2006  229   13,740,000   40,757,300   —   345,628   13,740,000   41,102,928   54,842,928   (7,630,442)  47,212,486   (K)
Marks Englewood, CO (G) 1987  616   4,928,500   44,622,314   —   8,060,048   4,928,500   52,682,362   57,610,862   (24,944,534)  32,666,328   19,195,000 
Metro on First Seattle, WA (G) 2002  102   8,540,000   12,209,981   —   254,915   8,540,000   12,464,896   21,004,896   (2,757,191)  18,247,705   16,650,000 
Mill Creek Milpitas, CA 1991  516   12,858,693   57,168,503   —   2,403,984   12,858,693   59,572,487   72,431,180   (17,116,835)  55,314,345   69,312,259 
Miramar Lakes Miramar, FL 2003  344   17,200,000   51,487,235   —   1,343,639   17,200,000   52,830,874   70,030,874   (11,391,642)  58,639,232   (M)
Missions at Sunbow Chula Vista, CA 2003  336   28,560,000   59,287,595   —   1,148,849   28,560,000   60,436,444   88,996,444   (14,871,085)  74,125,359   55,091,000 
Monte Viejo Phoneix, AZ 2004  480   12,700,000   45,926,784   —   976,950   12,700,000   46,903,734   59,603,734   (11,299,701)  48,304,033   40,960,036 
Montecito Valencia, CA 1999  210   8,400,000   24,709,146   —   1,732,020   8,400,000   26,441,166   34,841,166   (9,562,693)  25,278,473   (K)
Montierra Scottsdale, AZ 1999  249   3,455,000   17,266,787   —   1,458,706   3,455,000   18,725,493   22,180,493   (7,870,337)  14,310,156   17,858,854 
Montierra (CA) San Diego, CA 1990  272   8,160,000   29,360,938   —   6,457,847   8,160,000   35,818,785   43,978,785   (13,974,022)  30,004,763   (K)
Mosaic at Metro Hyattsville, MD 2008  260   —   59,653,038   —   49,368   —   59,702,406   59,702,406   (4,118,730)  55,583,676   45,046,469 
Mountain Park Ranch Phoenix, AZ 1994  240   1,662,332   18,260,276   —   1,748,558   1,662,332   20,008,834   21,671,166   (9,432,301)  12,238,865   (J)
Mountain Terrace Stevenson Ranch, CA 1992  510   3,966,500   35,814,995   —   11,502,806   3,966,500   47,317,801   51,284,301   (21,425,003)  29,859,298   57,428,472 
Northpark Burlingame, CA 1972  510   38,607,000   77,493,000   —   39,582   38,607,000   77,532,582   116,139,582   (3,084,091)  113,055,491   70,668,409 
North Pier at Harborside Jersey City, NJ (J) 2003  297   4,000,159   94,348,092   —   1,739,535   4,000,159   96,087,627   100,087,786   (22,321,947)  77,765,839   76,862,000 
Oak Mill I Germantown, MD 1984  208   10,000,000   13,155,522   —   7,235,088   10,000,000   20,390,610   30,390,610   (6,289,524)  24,101,086   12,487,301 
Oak Mill II Germantown, MD 1985  192   854,133   10,233,947   —   5,864,959   854,133   16,098,906   16,953,039   (8,498,045)  8,454,994   9,600,000 
Oaks Santa Clarita, CA 2000  520   23,400,000   61,020,438   —   2,652,544   23,400,000   63,672,982   87,072,982   (17,959,221)  69,113,761   41,154,036 
Olde Redmond Place Redmond, WA 1986  192   4,807,100   14,126,038   —   4,122,122   4,807,100   18,248,160   23,055,260   (8,527,802)  14,527,458   (L)
Parc East Towers New York, NY (G) 1977  324   102,163,000   109,013,628   —   5,654,774   102,163,000   114,668,402   216,831,402   (18,284,019)  198,547,383   17,473,846 
Park Meadow Gilbert, AZ 1986  225   835,217   15,120,769   —   2,267,564   835,217   17,388,333   18,223,550   (8,395,148)  9,828,402   (L)
Parkfield Denver, CO 2000  476   8,330,000   28,667,618   —   2,155,451   8,330,000   30,823,069   39,153,069   (11,251,895)  27,901,174   23,275,000 
Promenade at Peachtree Chamblee, GA 2001  406   10,150,000   31,219,739   —   1,645,577   10,150,000   32,865,316   43,015,316   (8,729,820)  34,285,496   (K)
Promenade at Town Center II Valencia, CA 2001  270   13,500,000   34,405,636   —   391,668   13,500,000   34,797,304   48,297,304   (9,307,693)  38,989,611   32,785,701 
Providence Bothell, WA 2000  200   3,573,621   19,055,505   —   541,320   3,573,621   19,596,825   23,170,446   (5,354,911)  17,815,535   (J)
Reserve at Clarendon Centre, The Arlington, VA (G) 2003  252   10,500,000   52,812,935   —   1,777,312   10,500,000   54,590,247   65,090,247   (14,249,748)  50,840,499   (K)
Reserve at Eisenhower, The Alexandria, VA 2002  226   6,500,000   34,585,060   —   702,144   6,500,000   35,287,204   41,787,204   (10,058,015)  31,729,189   (K)
Reserve at Empire Lakes Rancho Cucamonga, CA 2005  467   16,345,000   73,080,670   —   1,396,394   16,345,000   74,477,064   90,822,064   (15,486,334)  75,335,730   (J)
Reserve at Fairfax Corners Fairfax, VA 2001  652   15,804,057   63,129,051   —   2,563,175   15,804,057   65,692,226   81,496,283   (19,948,034)  61,548,249   84,778,876 
Reserve at Potomac Yard Alexandria, VA 2002  588   11,918,917   68,976,484   —   3,376,272   11,918,917   72,352,756   84,271,673   (17,772,440)  66,499,233   66,470,000 
Reserve at Town Center (WA) Mill Creek, WA 2001  389   10,369,400   41,172,081   —   1,414,773   10,369,400   42,586,854   52,956,254   (10,871,457)  42,084,797   29,160,000 
Rianna II Seattle, WA (G) 2002  78   2,161,840   14,433,614   —   16,614   2,161,840   14,450,228   16,612,068   (1,072,947)  15,539,121   10,499,494 
Rockingham Glen West Roxbury, MA 1974  143   1,124,217   7,515,160   —   1,533,725   1,124,217   9,048,885   10,173,102   (3,757,339)  6,415,763   1,440,865 
Rolling Green (Amherst) Amherst, MA 1970  204   1,340,702   8,962,317   —   3,313,332   1,340,702   12,275,649   13,616,351   (5,297,121)  8,319,230   2,217,176 
Rolling Green (Milford) Milford, MA 1970  304   2,012,350   13,452,150   —   3,986,562   2,012,350   17,438,712   19,451,062   (7,305,093)  12,145,969   4,645,763 
San Marcos Apartments Scottsdale, AZ 1995  320   20,000,000   31,261,609   —   1,384,451   20,000,000   32,646,060   52,646,060   (7,272,584)  45,373,476   32,900,000 
Savannah Lakes Boynton Beach, FL 1991  466   7,000,000   30,263,310   —   4,429,051   7,000,000   34,692,361   41,692,361   (11,606,796)  30,085,565   36,610,000 
Savannah Midtown Atlanta, GA 2000  322   7,209,873   29,433,507   —   2,603,453   7,209,873   32,036,960   39,246,833   (8,514,514)  30,732,319   17,800,000 
Savoy I Aurora, CO 2001  444   5,450,295   38,765,670   —   1,964,604   5,450,295   40,730,274   46,180,569   (11,009,808)  35,170,761   (L)
Sheffield Court Arlington, VA 1986  597   3,342,381   31,337,332   —   7,927,865   3,342,381   39,265,197   42,607,578   (21,583,314)  21,024,264   (L)
Sonata at Cherry Creek Denver, CO 1999  183   5,490,000   18,130,479   —   1,162,983   5,490,000   19,293,462   24,783,462   (6,957,885)  17,825,577   19,190,000 
Sonterra at Foothill Ranch Foothill Ranch, CA 1997  300   7,503,400   24,048,507   —   1,500,506   7,503,400   25,549,013   33,052,413   (11,490,634)  21,561,779   (L)
South Winds Fall River, MA 1971  404   2,481,821   16,780,359   —   3,712,343   2,481,821   20,492,702   22,974,523   (8,697,220)  14,277,303   4,437,567 
Springs Colony Altamonte Springs, FL 1986  188   630,411   5,852,157   —   2,363,300   630,411   8,215,457   8,845,868   (5,129,095)  3,716,773   (I)
Stonegate (CO) Broomfield, CO 2003  350   8,750,000   32,998,775   —   2,700,719   8,750,000   35,699,494   44,449,494   (8,900,049)  35,549,445   (J)
Stoneleigh at Deerfield Alpharetta, GA 2003  370   4,810,000   29,999,596   —   871,524   4,810,000   30,871,120   35,681,120   (7,656,545)  28,024,575   16,800,000 
Stoney Ridge Dale City, VA 1985  264   8,000,000   24,147,091   —   5,287,141   8,000,000   29,434,232   37,434,232   (7,934,618)  29,499,614   15,138,399 
Stonybrook Boynton Beach, FL 2001  264   10,500,000   24,967,638   —   951,679   10,500,000   25,919,317   36,419,317   (6,210,078)  30,209,239   20,971,587 
Summerhill Glen Maynard, MA 1980  120   415,812   3,000,816   —   766,088   415,812   3,766,904   4,182,716   (1,622,076)  2,560,640   1,174,207 
Summerset Village Chatsworth, CA 1985  280   2,890,450   23,670,889   —   3,797,264   2,890,450   27,468,153   30,358,603   (13,674,820)  16,683,783   38,039,912 
Sunforest Davie, FL 1989  494   10,000,000   32,124,850   —   4,030,481   10,000,000   36,155,331   46,155,331   (11,194,003)  34,961,328   (L)
Sunforest II Davie, FL (F)  —   —   337,751   —   —   —   337,751   337,751   —   337,751   (L)
Talleyrand Tarrytown, NY (I) 1997-1998  300   12,000,000   49,838,160   —   3,696,522   12,000,000   53,534,682   65,534,682   (17,861,336)  47,673,346   35,000,000 
Tanglewood (VA) Manassas, VA 1987  432   2,108,295   24,619,495   —   8,462,243   2,108,295   33,081,738   35,190,033   (18,128,350)  17,061,683   25,110,000 
Teresina Chula Vista, CA 2000  440   28,600,000   61,916,670   —   1,767,940   28,600,000   63,684,610   92,284,610   (13,155,998)  79,128,612   44,095,588 
Touriel Building Berkeley, CA (G) 2004  35   2,736,000   7,810,027   —   33,587   2,736,000   7,843,614   10,579,614   (1,392,156)  9,187,458   5,050,000 
Town Square at Mark Center I (fka Millbrook I) Alexandria, VA 1996  406   24,360,000   86,178,714   —   2,422,299   24,360,000   88,601,013   112,961,013   (19,521,198)  93,439,815   64,680,000 
Town Square at Mark Center Phase II Alexandria, VA 2001  272   15,568,464   55,031,536   —   34,830   15,568,464   55,066,366   70,634,830   (1,956,133)  68,678,697   47,669,865 
Tradition at Alafaya Oviedo, FL 2006  253   7,590,000   31,881,505   —   238,496   7,590,000   32,120,001   39,710,001   (7,731,307)  31,978,694   (K)
Tuscany at Lindbergh Atlanta, GA 2001  324   9,720,000   40,874,023   —   1,753,394   9,720,000   42,627,417   52,347,417   (11,365,288)  40,982,129   32,360,000 
Uptown Square Denver, CO (G) 1999/2001  696   17,492,000   100,696,541   —   2,232,071   17,492,000   102,928,612   120,420,612   (24,014,273)  96,406,339   88,550,000 
Versailles Woodland Hills, CA 1991  253   12,650,000   33,656,292   —   3,630,019   12,650,000   37,286,311   49,936,311   (11,205,924)  38,730,387   30,372,953 
Via Ventura Scottsdale, AZ 1980  328   1,351,785   13,382,006   —   7,962,802   1,351,785   21,344,808   22,696,593   (14,368,306)  8,328,287   (K)
Village at Lakewood Phoenix, AZ 1988  240   3,166,411   13,859,090   —   2,013,344   3,166,411   15,872,434   19,038,845   (7,739,644)  11,299,201   (L)
Vintage Ontario, CA 2005-2007  300   7,059,230   47,677,762   —   176,250   7,059,230   47,854,012   54,913,242   (8,609,805)  46,303,437   33,000,000 
Warwick Station Westminster, CO 1986  332   2,274,121   21,113,974   —   3,015,763   2,274,121   24,129,737   26,403,858   (11,495,261)  14,908,597   8,355,000 
Wellington Hill Manchester, NH 1987  390   1,890,200   17,120,662   —   7,628,748   1,890,200   24,749,410   26,639,610   (15,003,057)  11,636,553   (I)
Westgate Pasadena Apartments Pasadena, CA 2010  480   22,898,848   131,986,739   —   (263)  22,898,848   131,986,476   154,885,324   (185)  154,885,139   135,000,000 
Westwood Glen Westwood, MA 1972  156   1,616,505   10,806,004   —   1,495,929   1,616,505   12,301,933   13,918,438   (4,379,593)  9,538,845   392,294 
Whisper Creek Denver, CO 2002  272   5,310,000   22,998,558   —   843,388   5,310,000   23,841,946   29,151,946   (6,016,094)  23,135,852   13,580,000 
Wilkins Glen Medfield, MA 1975  103   538,483   3,629,943   —   1,484,323   538,483   5,114,266   5,652,749   (2,071,249)  3,581,500   1,011,750 
Windridge (CA) Laguna Niguel, CA 1989  344   2,662,900   23,985,497   —   5,111,877   2,662,900   29,097,374   31,760,274   (16,423,796)  15,336,478   (I)

S-9

Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Trump Place, 140 RiversideNew York, NY (G) 2003 354
 103,539,100
 94,082,725
 3,132,394
 103,539,100
 97,215,119
 200,754,219
 (30,036,069) 170,718,150
 —
Trump Place, 160 RiversideNew York, NY (G) 2001 455
 139,933,500
 190,964,745
 8,737,813
 139,933,500
 199,702,558
 339,636,058
 (59,965,660) 279,670,398
 —
Trump Place, 180 RiversideNew York, NY (G) 1998 516
 144,968,250
 138,346,681
 7,605,676
 144,968,250
 145,952,357
 290,920,607
 (45,759,852) 245,160,755
 —
Urbana (fka Market Street Landing)Seattle, WA (G) (F) —
 12,542,418
 64,979,196
 —
 12,542,418
 64,979,196
 77,521,614
 —
 77,521,614
 —
Uwajimaya VillageSeattle, WA 2002 176
 8,800,000
 22,188,288
 394,029
 8,800,000
 22,582,317
 31,382,317
 (7,993,609) 23,388,708
 —
Vantage PointeSan Diego, CA (G) 2009 679
 9,403,960
 190,596,040
 4,923,730
 9,403,960
 195,519,770
 204,923,730
 (28,370,366) 176,553,364
 —
VeloceRedmond, WA (G) 2009 322
 15,322,724
 76,176,594
 55,022
 15,322,724
 76,231,616
 91,554,340
 (4,774,971) 86,779,369
 —
Veridian (fka Silver Spring)Silver Spring, MD (G) 2009 457
 18,539,817
 130,407,365
 840,456
 18,539,817
 131,247,821
 149,787,638
 (20,852,761) 128,934,877
 —
Villa SolanaLaguna Hills, CA 1984 272
 1,665,100
 14,985,678
 8,837,465
 1,665,100
 23,823,143
 25,488,243
 (15,391,905) 10,096,338
 —
Village at Bear CreekLakewood, CO 1987 472
 4,519,700
 40,676,390
 5,372,025
 4,519,700
 46,048,415
 50,568,115
 (26,558,906) 24,009,209
 —
Village at Howard Hughes, TheLos Angeles, CA (F) —
 79,175,802
 7,944,921
 —
 79,175,802
 7,944,921
 87,120,723
 —
 87,120,723
 —
Virginia SquareArlington, VA (G) 2002 231
 —
 86,431,862
 782,084
 —
 87,213,946
 87,213,946
 (5,921,143) 81,292,803
 —
Vista Del LagoMission Viejo, CA 1986-1988 608
 4,525,800
 40,736,293
 15,232,854
 4,525,800
 55,969,147
 60,494,947
 (37,059,350) 23,435,597
 —
Walden ParkCambridge, MA 1966 232
 12,448,888
 52,044,448
 2,469,745
 12,448,888
 54,514,193
 66,963,081
 (7,696,848) 59,266,233
 —
Waterford Place (CO)Thornton, CO 1998 336
 5,040,000
 29,946,419
 1,737,955
 5,040,000
 31,684,374
 36,724,374
 (12,866,707) 23,857,667
 —
Watertown SquareWatertown, MA (G) 2005 134
 16,800,000
 34,335,683
 47,280
 16,800,000
 34,382,963
 51,182,963
 (2,762,709) 48,420,254
 —
Webster GreenNeedham, MA 1985 77
 1,418,893
 9,485,006
 1,182,355
 1,418,893
 10,667,361
 12,086,254
 (5,110,126) 6,976,128
 —
Welleby Lake ClubSunrise, FL 1991 304
 3,648,000
 17,620,879
 5,771,885
 3,648,000
 23,392,764
 27,040,764
 (12,645,731) 14,395,033
 —
West 96thNew York, NY (G) 1987 207
 84,800,000
 67,824,685
 556,573
 84,800,000
 68,381,258
 153,181,258
 (8,307,241) 144,874,017
 —
West End Apartments (fka Emerson place/ CRP II)Boston, MA (G) 2008 310
 469,546
 163,123,022
 660,903
 469,546
 163,783,925
 164,253,471
 (33,407,167) 130,846,304
 —
West SeattleSeattle, WA (F) —
 11,726,305
 6,992,695
 —
 11,726,305
 6,992,695
 18,719,000
 —
 18,719,000
 —
Westchester at PavilionsWaldorf, MD (G) 2009 491
 11,900,000
 90,134,491
 225,033
 11,900,000
 90,359,524
 102,259,524
 (5,417,460) 96,842,064
 —
Westchester at RockvilleRockville, MD 2009 192
 10,600,000
 44,416,692
 113,249
 10,600,000
 44,529,941
 55,129,941
 (3,504,357) 51,625,584
 —
WestmontNew York, NY (G) 1986 163
 64,900,000
 61,792,095
 212,358
 64,900,000
 62,004,453
 126,904,453
 (6,001,580) 120,902,873
 —
WestsideLos Angeles, CA 2004 204
 34,200,000
 57,431,465
 363,066
 34,200,000
 57,794,531
 91,994,531
 (4,346,093) 87,648,438
 —
Westside Villas ILos Angeles, CA 1999 21
 1,785,000
 3,233,254
 305,913
 1,785,000
 3,539,167
 5,324,167
 (1,688,575) 3,635,592
 —
Westside Villas IILos Angeles, CA 1999 23
 1,955,000
 3,541,435
 194,242
 1,955,000
 3,735,677
 5,690,677
 (1,714,567) 3,976,110
 —
Westside Villas IIILos Angeles, CA 1999 36
 3,060,000
 5,538,871
 288,802
 3,060,000
 5,827,673
 8,887,673
 (2,668,163) 6,219,510
 —
Westside Villas IVLos Angeles, CA 1999 36
 3,060,000
 5,539,390
 297,249
 3,060,000
 5,836,639
 8,896,639
 (2,674,400) 6,222,239
 —
Westside Villas VLos Angeles, CA 1999 60
 5,100,000
 9,224,485
 510,334
 5,100,000
 9,734,819
 14,834,819
 (4,470,041) 10,364,778
 —
Westside Villas VILos Angeles, CA 1989 18
 1,530,000
 3,023,523
 274,577
 1,530,000
 3,298,100
 4,828,100
 (1,547,728) 3,280,372
 —
Westside Villas VIILos Angeles, CA 2001 53
 4,505,000
 10,758,900
 486,606
 4,505,000
 11,245,506
 15,750,506
 (4,563,900) 11,186,606
 —
Westwood GlenWestwood, MA 1972 156
 1,616,505
 10,806,004
 2,100,152
 1,616,505
 12,906,156
 14,522,661
 (6,122,453) 8,400,208
 —
Windridge (CA)Laguna Niguel, CA 1989 344
 2,662,900
 23,985,497
 8,186,273
 2,662,900
 32,171,770
 34,834,670
 (20,278,246) 14,556,424
 —
Winston, The (FL)Pembroke Pines, FL 2001/2003 464
 18,561,000
 49,527,569
 2,587,408
 18,561,000
 52,114,977
 70,675,977
 (16,723,548) 53,952,429
 —
Wood Creek (CA)Pleasant Hill, CA 1987 256
 9,729,900
 23,009,768
 6,379,038
 9,729,900
 29,388,806
 39,118,706
 (16,514,665) 22,604,041
 —
Woodbridge (CT)Newington, CT 1968 73
 498,377
 3,331,548
 1,162,730
 498,377
 4,494,278
 4,992,655
 (2,242,801) 2,749,854
 —
Woodlake (WA)Kirkland, WA 1984 288
 6,631,400
 16,735,484
 3,227,436
 6,631,400
 19,962,920
 26,594,320
 (11,285,522) 15,308,798
 —
Woodland ParkEast Palo Alto, CA (G) 1953 1,811
 72,627,418
 57,608,771
 6,957,995
 72,627,418
 64,566,766
 137,194,184
 (18,860,924) 118,333,260
 —
Management BusinessChicago, IL (D) —
 —
 —
 97,861,963
 —
 97,861,963
 97,861,963
 (74,865,128) 22,996,835
 —
Operating PartnershipChicago, IL (F) —
 —
 680,439
 —
 —
 680,439
 680,439
 —
 680,439
 —
Wholly Owned Unencumbered    67,220
 4,699,200,739
 11,787,198,737
 900,502,358
 4,699,200,739
 12,687,701,095
 17,386,901,834
 (3,177,396,618) 14,209,505,216
 —
Wholly Owned Encumbered:                       
101 West EndNew York, NY (G) 2000 506
 190,600,000
 133,101,447
 561,190
 190,600,000
 133,662,637
 324,262,637
 (15,552,330) 308,710,307
 103,482,569
1401 Joyce on Pentagon RowArlington, VA 2004 326
 9,780,000
 89,668,165
 469,955
 9,780,000
 90,138,120
 99,918,120
 (18,835,680) 81,082,440
 57,428,472
2501 PorterWashington, D.C. 1988 202
 13,000,000
 75,723,794
 580,537
 13,000,000
 76,304,331
 89,304,331
 (5,005,664) 84,298,667
  (L)
4701 Willard AveChevy Chase, MD (G) 1966 513
 76,921,130
 153,947,682
 6,804,185
 76,921,130
 160,751,867
 237,672,997
 (17,490,985) 220,182,012
 101,492,308
55 West Fifth I & II (fka Townhouse Plaza and Gardens)San Mateo, CA 1964/1972 241
 21,041,710
 71,931,323
 4,270,861
 21,041,710
 76,202,184
 97,243,894
 (6,417,972) 90,825,922
 29,964,633


S-9
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 2010
                                                 
                  Cost Capitalized                        
                  Subsequent to      Gross Amount Carried                 
          Initial Cost to      Acquisition      at Close of                 
Description       Company      (Improvements, net) (E)      Period 12/31/10                 
    Date of         Building &      Building &      Building &      Accumulated  Investment in Real    
Apartment Name Location Construction Units (H)  Land  Fixtures  Land  Fixtures  Land  Fixtures (A)  Total (B)  Depreciation (C)  Estate, Net at 12/31/10 (B)  Encumbrances 
Woodlake (WA) Kirkland, WA 1984  288   6,631,400   16,735,484   —   2,745,189   6,631,400   19,480,673   26,112,073   (9,005,733)  17,106,340   (L)
       
ERPOP Wholly Owned Encumbered
      39,395   1,192,346,786   4,453,550,234   —   370,524,330   1,192,346,786   4,824,074,564   6,016,421,350   (1,346,626,508)  4,669,794,842   2,595,245,052 
       
                                                 
ERPOP Partially Owned Unencumbered:
                                                
Butterfield Ranch Chino Hills, CA (F)  —   15,617,709   4,512,495   —   —   15,617,709   4,512,495   20,130,204   —   20,130,204   — 
Hudson Crossing II New York, NY (F)  —   5,000,000   —   —   —   5,000,000   —   5,000,000   —   5,000,000   — 
       
ERPOP Partially Owned Unencumbered
      —   20,617,709   4,512,495   —   —   20,617,709   4,512,495   25,130,204   —   25,130,204   — 
       
                                                 
ERPOP Partially Owned Encumbered:
                                                
Brooklyner (fka 111 Lawrence) Brooklyn, NY (G) 2010  490   40,099,922   217,648,526   —   (1,947)  40,099,922   217,646,579   257,746,501   —   257,746,501   141,741,076 
1401 South State (fka City Lofts) Chicago, IL 2008  278   6,882,467   61,575,245   —   53,017   6,882,467   61,628,262   68,510,729   (5,846,831)  62,663,898   51,014,150 
2300 Elliott Seattle, WA 1992  92   796,800   7,173,725   —   5,462,325   796,800   12,636,050   13,432,850   (7,894,112)  5,538,738   6,833,000 
Bellevue Meadows Bellevue, WA 1983  180   4,507,100   12,574,814   —   4,122,712   4,507,100   16,697,526   21,204,626   (7,309,912)  13,894,714   16,538,000 
Canyon Creek (CA) San Ramon, CA 1984  268   5,425,000   18,812,121   —   4,809,646   5,425,000   23,621,767   29,046,767   (8,225,808)  20,820,959   28,000,000 
Canyon Ridge San Diego, CA 1989  162   4,869,448   11,955,064   —   1,757,641   4,869,448   13,712,705   18,582,153   (6,531,026)  12,051,127   15,165,000 
Copper Creek Tempe, AZ 1984  144   1,017,400   9,158,260   —   1,846,036   1,017,400   11,004,296   12,021,696   (5,587,555)  6,434,141   5,112,000 
Country Oaks Agoura Hills, CA 1985  256   6,105,000   29,561,865   —   3,142,792   6,105,000   32,704,657   38,809,657   (10,694,009)  28,115,648   29,412,000 
EDS Dulles Herndon, VA (F)  —   18,875,631   —   —   —   18,875,631   —   18,875,631   —   18,875,631   18,342,242 
Fox Ridge Englewood, CO 1984  300   2,490,000   17,522,114   —   3,394,463   2,490,000   20,916,577   23,406,577   (8,158,317)  15,248,260   20,300,000 
Lantern Cove Foster City, CA 1985  232   6,945,000   23,332,206   —   2,722,185   6,945,000   26,054,391   32,999,391   (8,961,365)  24,038,026   36,403,000 
Mesa Del Oso Albuquerque, NM 1983  221   4,305,000   12,160,419   —   1,556,306   4,305,000   13,716,725   18,021,725   (5,210,415)  12,811,310   9,525,810 
Montclair Metro Montclair, NJ 2009  163   2,400,887   43,570,641   —   2,092   2,400,887   43,572,733   45,973,620   (2,218,030)  43,755,590   34,439,480 
Monterra in Mill Creek Mill Creek, WA 2003  139   2,800,000   13,255,123   —   236,867   2,800,000   13,491,990   16,291,990   (3,232,493)  13,059,497   7,286,000 
Preserve at Briarcliff Atlanta, GA 1994  182   6,370,000   17,766,322   —   646,793   6,370,000   18,413,115   24,783,115   (3,777,603)  21,005,512   6,000,000 
Red Road Commons Miami, FL (G) 2009  404   27,383,547   99,555,530   —   (2,216)  27,383,547   99,553,314   126,936,861   (3,497,205)  123,439,656   74,150,144 
Rosecliff Quincy, MA 1990  156   5,460,000   15,721,570   —   1,453,717   5,460,000   17,175,287   22,635,287   (6,797,434)  15,837,853   17,400,000 
Schooner Bay I Foster City, CA 1985  168   5,345,000   20,509,239   —   3,191,061   5,345,000   23,700,300   29,045,300   (7,741,356)  21,303,944   27,000,000 
Schooner Bay II Foster City, CA 1985  144   4,550,000   18,142,163   —   2,985,085   4,550,000   21,127,248   25,677,248   (6,970,045)  18,707,203   23,760,000 
Scottsdale Meadows Scottsdale, AZ 1984  168   1,512,000   11,423,349   —   1,629,554   1,512,000   13,052,903   14,564,903   (6,274,752)  8,290,151   9,100,000 
Strayhorse at Arrowhead Ranch Glendale, AZ 1998  136   4,400,000   12,968,002   —   186,009   4,400,000   13,154,011   17,554,011   (2,422,470)  15,131,541   7,971,429 
Surrey Downs Bellevue, WA 1986  122   3,057,100   7,848,618   —   1,993,876   3,057,100   9,842,494   12,899,594   (4,301,654)  8,597,940   9,829,000 
Veridian (fka Silver Spring) Silver Spring, MD (G) 2009  457   18,539,817   130,485,284   —   18,886   18,539,817   130,504,170   149,043,987   (6,908,776)  142,135,211   115,744,722 
Virgil Square Los Angeles, CA 1979  142   5,500,000   15,216,613   —   1,334,954   5,500,000   16,551,567   22,051,567   (3,992,519)  18,059,048   9,900,000 
Willow Brook (CA) Pleasant Hill, CA 1985  228   5,055,000   38,388,672   —   1,857,343   5,055,000   40,246,015   45,301,015   (10,264,218)  35,036,797   29,000,000 
       
ERPOP Partially Owned Encumbered
      5,232   194,692,119   866,325,485   —   44,399,197   194,692,119   910,724,682   1,105,416,801   (142,817,905)  962,598,896   749,967,053 
       
                                                 
Portfolio/Entity Encumbrances (1)                                              1,417,683,780 
Total Consolidated Investment in Real Estate
      124,866  $4,336,999,983  $13,999,852,420  $—  $1,365,518,589  $4,336,999,983  $15,365,371,009  $19,702,370,992  $(4,337,356,641) $15,365,014,351  $4,762,895,885 
       
2013
Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
929 HouseCambridge, MA (G) 1975 127
 3,252,993
 21,745,595
 5,251,116
 3,252,993
 26,996,711
 30,249,704
 (12,478,794) 17,770,910
 2,135,579
Academy VillageNorth Hollywood, CA 1989 248
 25,000,000
 23,593,194
 6,920,021
 25,000,000
 30,513,215
 55,513,215
 (12,789,197) 42,724,018
 20,000,000
AcappellaPasadena, CA 2002 143
 5,839,548
 29,360,452
 336,928
 5,839,548
 29,697,380
 35,536,928
 (5,125,356) 30,411,572
 20,122,719
Acton CourtyardBerkeley, CA (G) 2003 71
 5,550,000
 15,785,509
 159,258
 5,550,000
 15,944,767
 21,494,767
 (4,558,047) 16,936,720
 9,920,000
AlboradaFremont, CA 1999 442
 24,310,000
 59,214,129
 2,849,892
 24,310,000
 62,064,021
 86,374,021
 (29,612,754) 56,761,267
  (I)
Arches, TheSunnyvale, CA 1974 410
 26,650,000
 62,850,000
 696,941
 26,650,000
 63,546,941
 90,196,941
 (9,829,040) 80,367,901
  (J)
Artech BuildingBerkeley, CA (G) 2002 21
 1,642,000
 9,152,518
 114,811
 1,642,000
 9,267,329
 10,909,329
 (2,421,777) 8,487,552
 3,200,000
Artisan SquareNorthridge, CA 2002 140
 7,000,000
 20,537,359
 977,155
 7,000,000
 21,514,514
 28,514,514
 (8,466,816) 20,047,698
 22,779,715
AvantiAnaheim, CA 1987 162
 12,960,000
 18,497,683
 1,248,387
 12,960,000
 19,746,070
 32,706,070
 (6,504,421) 26,201,649
 18,169,458
AvenirBoston, MA (G) 2009 241
 —
 115,095,512
 94,558
 —
 115,190,070
 115,190,070
 (8,460,359) 106,729,711
 95,993,276
Bachenheimer BuildingBerkeley, CA (G) 2004 44
 3,439,000
 13,866,379
 115,944
 3,439,000
 13,982,323
 17,421,323
 (3,775,179) 13,646,144
 8,585,000
Bella Vista I, II, III CombinedWoodland Hills, CA 2003-2007 579
 31,682,754
 121,095,786
 2,565,629
 31,682,754
 123,661,415
 155,344,169
 (36,751,609) 118,592,560
 58,055,099
BerkeleyanBerkeley, CA (G) 1998 56
 4,377,000
 16,022,110
 305,173
 4,377,000
 16,327,283
 20,704,283
 (4,544,908) 16,159,375
 8,290,000
Breakwater at Marina Del ReyMarina Del Rey, CA 1964-1969 224
 —
 72,690,403
 49,738
 —
 72,740,141
 72,740,141
 (5,675,272) 67,064,869
 27,000,000
BroadwaySanta Monica, CA (G) 2001 101
 12,600,000
 34,635,854
 128,778
 12,600,000
 34,764,632
 47,364,632
 (2,310,263) 45,054,369
  (L)
Calvert WoodleyWashington, D.C. 1962 136
 12,600,000
 43,815,169
 110,763
 12,600,000
 43,925,932
 56,525,932
 (3,478,526) 53,047,406
  (L)
CamargueNew York, NY (G) 1976 261
 79,400,000
 79,936,285
 238,142
 79,400,000
 80,174,427
 159,574,427
 (8,175,241) 151,399,186
  (L)
CanterburyGermantown, MD 1986 544
 2,781,300
 32,942,531
 14,871,303
 2,781,300
 47,813,834
 50,595,134
 (31,347,905) 19,247,229
 31,680,000
Carmel TerraceSan Diego, CA 1988-1989 384
 2,288,300
 20,596,281
 10,356,205
 2,288,300
 30,952,486
 33,240,786
 (21,171,170) 12,069,616
  (J)
ChelseaNew York, NY (G) 2003 266
 59,900,000
 156,987,648
 54,996
 59,900,000
 157,042,644
 216,942,644
 (11,425,444) 205,517,200
 75,818,310
Chelsea SquareRedmond, WA 1991 113
 3,397,100
 9,289,074
 1,706,006
 3,397,100
 10,995,080
 14,392,180
 (5,903,575) 8,488,605
 9,270,000
Church CornerCambridge, MA (G) 1987 85
 5,220,000
 16,744,643
 1,561,158
 5,220,000
 18,305,801
 23,525,801
 (6,372,695) 17,153,106
 12,000,000
Citrus SuitesSanta Monica, CA 1978 70
 9,000,000
 17,083,391
 34,231
 9,000,000
 17,117,622
 26,117,622
 (1,246,430) 24,871,192
  (L)
City PointeFullerton, CA (G) 2004 183
 6,863,792
 36,476,208
 654,735
 6,863,792
 37,130,943
 43,994,735
 (7,526,423) 36,468,312
 22,016,556
CityView at LongwoodBoston, MA (G) 1970 295
 14,704,898
 79,195,102
 8,167,305
 14,704,898
 87,362,407
 102,067,305
 (13,768,517) 88,298,788
 24,709,587
Clarendon, TheArlington, VA (G) 2005 292
 30,400,340
 103,824,660
 1,754,620
 30,400,340
 105,579,280
 135,979,620
 (14,363,043) 121,616,577
 43,026,348
Cleveland HouseWashington, D.C. 1953 214
 18,300,000
 66,826,715
 171,023
 18,300,000
 66,997,738
 85,297,738
 (4,962,013) 80,335,725
  (L)
Colorado PointeDenver, CO 2006 193
 5,790,000
 28,815,607
 552,283
 5,790,000
 29,367,890
 35,157,890
 (9,575,767) 25,582,123
  (J)
Columbia CrossingArlington, VA 1991 247
 23,500,000
 53,437,514
 547,130
 23,500,000
 53,984,644
 77,484,644
 (4,430,068) 73,054,576
  (L)
Connecticut HeightsWashington, D.C. 1974 518
 27,600,000
 114,728,311
 303,660
 27,600,000
 115,031,971
 142,631,971
 (8,350,350) 134,281,621
  (K)
Copper CanyonHighlands Ranch, CO 1999 222
 1,442,212
 16,251,114
 1,604,884
 1,442,212
 17,855,998
 19,298,210
 (9,313,767) 9,984,443
  (J)
Deerwood (SD)San Diego, CA 1990 316
 2,082,095
 18,739,815
 13,788,977
 2,082,095
 32,528,792
 34,610,887
 (22,264,629) 12,346,258
  (J)
Del Mar RidgeSan Diego, CA 1998 181
 7,801,824
 36,948,176
 3,033,539
 7,801,824
 39,981,715
 47,783,539
 (8,503,934) 39,279,605
 23,789,381
East 39thNew York, NY (G) 2001 254
 48,900,000
 96,938,591
 208,601
 48,900,000
 97,147,192
 146,047,192
 (7,978,821) 138,068,371
 58,822,321
Estates at TanglewoodWestminster, CO 2003 504
 7,560,000
 51,256,538
 2,577,858
 7,560,000
 53,834,396
 61,394,396
 (18,061,981) 43,332,415
  (I)
FairchaseFairfax, VA 2007 392
 23,500,000
 88,292,669
 75,367
 23,500,000
 88,368,036
 111,868,036
 (6,417,469) 105,450,567
  (L)
FairfieldStamford, CT (G) 1996 263
 6,510,200
 39,690,120
 6,195,719
 6,510,200
 45,885,839
 52,396,039
 (25,583,560) 26,812,479
 34,595,000
Fine Arts BuildingBerkeley, CA (G) 2004 100
 7,817,000
 26,462,772
 199,005
 7,817,000
 26,661,777
 34,478,777
 (7,380,682) 27,098,095
 16,215,000
Flats at DuPont CircleWashington, D.C. 1967 306
 35,200,000
 109,508,602
 182,015
 35,200,000
 109,690,617
 144,890,617
 (7,612,197) 137,278,420
  (L)
Gaia BuildingBerkeley, CA (G) 2000 91
 7,113,000
 25,623,826
 208,640
 7,113,000
 25,832,466
 32,945,466
 (7,139,073) 25,806,393
 14,630,000
Gaithersburg StationGaithersburg, MD (G) 2013 389
 17,500,000
 74,677,374
 37,618
 17,500,000
 74,714,992
 92,214,992
 (4,245,768) 87,969,224
 99,939,735
Gateway at Malden CenterMalden, MA (G) 1988 203
 9,209,780
 25,722,666
 9,753,016
 9,209,780
 35,475,682
 44,685,462
 (15,740,054) 28,945,408
 14,970,000
GloLos Angeles, CA (G) 2008 201
 16,047,022
 48,650,963
 221,243
 16,047,022
 48,872,206
 64,919,228
 (5,955,017) 58,964,211
 31,789,016
HathawayLong Beach, CA 1987 385
 2,512,500
 22,611,912
 7,390,659
 2,512,500
 30,002,571
 32,515,071
 (19,468,132) 13,046,939
 46,517,800
Heights on Capitol HillSeattle, WA (G) 2006 104
 5,425,000
 21,138,028
 181,923
 5,425,000
 21,319,951
 26,744,951
 (6,240,631) 20,504,320
 28,180,585
Heritage at Stone RidgeBurlington, MA 2005 180
 10,800,000
 31,808,335
 909,763
 10,800,000
 32,718,098
 43,518,098
 (10,781,687) 32,736,411
 27,235,117
HeronfieldKirkland, WA 1990 202
 9,245,000
 27,017,749
 1,544,319
 9,245,000
 28,562,068
 37,807,068
 (8,710,641) 29,096,427
  (J)
HobokenHoboken, NJ 2000 301
 27,900,000
 170,002,320
 166,997
 27,900,000
 170,169,317
 198,069,317
 (10,444,060) 187,625,257
  (K)

S-10
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2013
Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Ivory WoodBothell, WA 2000 144
 2,732,800
 13,888,282
 679,844
 2,732,800
 14,568,126
 17,300,926
 (5,337,998) 11,962,928
 8,020,000
Kelvin Court (fka Alta Pacific)Irvine, CA 2008 132
 10,752,145
 34,649,929
 163,968
 10,752,145
 34,813,897
 45,566,042
 (7,190,325) 38,375,717
 26,495,000
La Terrazza at Colma StationColma, CA (G) 2005 153
 —
 41,251,044
 615,479
 —
 41,866,523
 41,866,523
 (11,499,213) 30,367,310
 25,175,000
Laguna ClaraSanta Clara, CA 1972 264
 13,642,420
 29,707,475
 4,094,793
 13,642,420
 33,802,268
 47,444,688
 (13,238,970) 34,205,718
  (J)
Liberty ParkBrain Tree, MA 2000 202
 5,977,504
 26,749,111
 2,759,086
 5,977,504
 29,508,197
 35,485,701
 (11,871,567) 23,614,134
 24,980,280
Liberty TowerArlington, VA (G) 2008 235
 16,382,822
 83,817,078
 858,516
 16,382,822
 84,675,594
 101,058,416
 (14,112,008) 86,946,408
 47,439,130
LindleyEncino, CA 2004 129
 5,805,000
 25,705,000
 599,231
 5,805,000
 26,304,231
 32,109,231
 (4,053,076) 28,056,155
 21,088,981
Longview PlaceWaltham, MA 2004 348
 20,880,000
 90,255,509
 3,174,207
 20,880,000
 93,429,716
 114,309,716
 (28,207,183) 86,102,533
 60,073,423
Market Street VillageSan Diego, CA 2006 229
 13,740,000
 40,757,301
 884,586
 13,740,000
 41,641,887
 55,381,887
 (12,253,028) 43,128,859
  (J)
MarksEnglewood, CO (G) 1987 616
 4,928,500
 44,622,314
 11,262,819
 4,928,500
 55,885,133
 60,813,633
 (31,863,973) 28,949,660
 19,195,000
Metro on FirstSeattle, WA (G) 2002 102
 8,540,000
 12,209,981
 415,057
 8,540,000
 12,625,038
 21,165,038
 (4,042,522) 17,122,516
 22,843,410
Midtown 24Plantation, FL (G) 2010 247
 10,129,900
 58,770,100
 1,225,984
 10,129,900
 59,996,084
 70,125,984
 (8,339,616) 61,786,368
  (J)
Mill CreekMilpitas, CA 1991 516
 12,858,693
 57,168,503
 3,728,226
 12,858,693
 60,896,729
 73,755,422
 (23,694,689) 50,060,733
 69,312,259
Miramar LakesMiramar, FL 2003 344
 17,200,000
 51,487,235
 2,023,326
 17,200,000
 53,510,561
 70,710,561
 (17,652,020) 53,058,541
  (M)
ModaSeattle, WA (G) 2009 251
 12,649,228
 36,842,012
 687,636
 12,649,228
 37,529,648
 50,178,876
 (6,097,337) 44,081,539
  (N)
Monte ViejoPhoenix, AZ 2004 480
 12,700,000
 45,926,784
 1,259,854
 12,700,000
 47,186,638
 59,886,638
 (17,013,895) 42,872,743
 39,539,109
Montierra (CA)San Diego, CA 1990 272
 8,160,000
 29,360,938
 7,185,662
 8,160,000
 36,546,600
 44,706,600
 (18,654,006) 26,052,594
  (J)
Mosaic at MetroHyattsville, MD 2008 260
 —
 59,580,898
 318,502
 —
 59,899,400
 59,899,400
 (11,320,611) 48,578,789
 43,807,598
New River CoveDavie, FL 1999 316
 15,800,000
 46,142,895
 1,517,594
 15,800,000
 47,660,489
 63,460,489
 (15,794,393) 47,666,096
  (J)
North Pier at HarborsideJersey City, NJ 2003 297
 4,000,159
 94,290,590
 2,379,299
 4,000,159
 96,669,889
 100,670,048
 (32,540,349) 68,129,699
  (I)
NorthparkBurlingame, CA 1972 510
 38,607,000
 77,477,449
 10,317,077
 38,607,000
 87,794,526
 126,401,526
 (16,582,733) 109,818,793
 64,865,644
Oak Mill IIGermantown, MD 1985 192
 854,133
 10,233,947
 6,491,391
 854,133
 16,725,338
 17,579,471
 (10,918,229) 6,661,242
 9,600,000
OaksSanta Clarita, CA 2000 520
 23,400,000
 61,020,438
 3,457,727
 23,400,000
 64,478,165
 87,878,165
 (24,819,377) 63,058,788
 38,268,889
Olympus TowersSeattle, WA (G) 2000 328
 14,752,034
 73,335,425
 3,951,724
 14,752,034
 77,287,149
 92,039,183
 (27,657,976) 64,381,207
 49,875,780
PromenadeSanta Monica, CA (G) 1934/2001 58
 9,000,000
 14,079,234
 25,302
 9,000,000
 14,104,536
 23,104,536
 (1,450,445) 21,654,091
  (L)
ProvidenceBothell, WA 2000 200
 3,573,621
 19,055,505
 719,661
 3,573,621
 19,775,166
 23,348,787
 (7,384,385) 15,964,402
  (I)
Reserve at Clarendon Centre, TheArlington, VA (G) 2003 252
 10,500,000
 52,812,935
 3,634,286
 10,500,000
 56,447,221
 66,947,221
 (20,344,998) 46,602,223
  (J)
Reserve at Eisenhower, TheAlexandria, VA 2002 226
 6,500,000
 34,585,060
 1,325,152
 6,500,000
 35,910,212
 42,410,212
 (13,939,522) 28,470,690
  (J)
Reserve at Empire LakesRancho Cucamonga, CA 2005 467
 16,345,000
 73,080,670
 1,922,681
 16,345,000
 75,003,351
 91,348,351
 (23,271,791) 68,076,560
  (I)
Reserve at Fairfax CornerFairfax, VA 2001 652
 15,804,057
 63,129,050
 4,057,506
 15,804,057
 67,186,556
 82,990,613
 (27,294,907) 55,695,706
 84,778,876
Reserve at Potomac YardAlexandria, VA 2002 588
 11,918,917
 68,862,641
 5,233,629
 11,918,917
 74,096,270
 86,015,187
 (26,089,157) 59,926,030
 66,470,000
Reserve at Town Center (WA)Mill Creek, WA 2001 389
 10,369,400
 41,172,081
 2,154,112
 10,369,400
 43,326,193
 53,695,593
 (15,561,433) 38,134,160
 29,160,000
Rianna IISeattle, WA (G) 2002 78
 2,161,840
 14,433,614
 73,166
 2,161,840
 14,506,780
 16,668,620
 (3,061,770) 13,606,850
 9,889,090
Rockingham GlenWest Roxbury, MA 1974 143
 1,124,217
 7,515,160
 2,012,885
 1,124,217
 9,528,045
 10,652,262
 (4,830,794) 5,821,468
 927,712
San MateoSan Mateo, CA (G) 2001 575
 71,900,000
 213,372,253
 662,020
 71,900,000
 214,034,273
 285,934,273
 (14,976,876) 270,957,397
  (L)
Santa ClaraSanta Clara, CA 2000 450
 —
 124,542,070
 239,471
 —
 124,781,541
 124,781,541
 (8,966,799) 115,814,742
  (L)
Siena TerraceLake Forest, CA 1988 356
 8,900,000
 24,083,024
 5,585,518
 8,900,000
 29,668,542
 38,568,542
 (14,937,859) 23,630,683
 38,440,808
SkyviewRancho Santa Margarita, CA 1999 260
 3,380,000
 21,952,863
 2,131,723
 3,380,000
 24,084,586
 27,464,586
 (12,416,719) 15,047,867
 30,889,928
South MarketSan Francisco, CA (G) 1986 410
 79,900,000
 178,635,578
 1,278,976
 79,900,000
 179,914,554
 259,814,554
 (13,042,186) 246,772,368
  (L)
South WindsFall River, MA 1971 404
 2,481,821
 16,780,359
 4,774,276
 2,481,821
 21,554,635
 24,036,456
 (11,230,606) 12,805,850
 3,092,625
Stonegate (CO)Broomfield, CO 2003 350
 8,750,000
 32,950,375
 3,114,108
 8,750,000
 36,064,483
 44,814,483
 (12,690,883) 32,123,600
  (I)
Stoney RidgeDale City, VA 1985 264
 8,000,000
 24,147,091
 5,705,255
 8,000,000
 29,852,346
 37,852,346
 (11,944,034) 25,908,312
 13,886,034
Summerset VillageChatsworth, CA 1985 280
 2,629,804
 23,670,889
 6,252,474
 2,629,804
 29,923,363
 32,553,167
 (17,328,409) 15,224,758
 38,039,912
TalleyrandTarrytown, NY 1997-1998 300
 12,000,000
 49,838,160
 4,046,367
 12,000,000
 53,884,527
 65,884,527
 (23,842,054) 42,042,473
 35,000,000
TeresinaChula Vista, CA 2000 440
 28,600,000
 61,916,670
 2,255,817
 28,600,000
 64,172,487
 92,772,487
 (20,981,272) 71,791,215
 41,956,105
ToscanaIrvine, CA 1991/1993 563
 39,410,000
 50,806,072
 7,547,102
 39,410,000
 58,353,174
 97,763,174
 (28,234,404) 69,528,770
 71,243,194
Touriel BuildingBerkeley, CA (G) 2004 35
 2,736,000
 7,810,027
 170,436
 2,736,000
 7,980,463
 10,716,463
 (2,276,033) 8,440,430
 5,050,000
Town Square at Mark Center I (fka Millbrook I)Alexandria, VA 1996 406
 24,360,000
 86,178,714
 2,852,824
 24,360,000
 89,031,538
 113,391,538
 (28,837,370) 84,554,168
 77,353,222




S-11
Table of Contents


EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2013
Description   Initial Cost to Company  Cost Capitalized Subsequent to Acquisition(Improvements, net) (E) Gross Amount Carried at Close of Period 12/31/13        
Apartment NameLocation  Date of Construction Units (H) Land  Building & Fixtures  Building & Fixtures Land  Building & Fixtures (A) Total (B) Accumulated Depreciation (C)Investment in Real Estate, Net at 12/31/13 (B)Encumbrances
Uptown SquareDenver, CO (G) 1999/2001 696
 17,492,000
 100,696,541
 3,261,624
 17,492,000
 103,958,165
 121,450,165
 (35,022,638) 86,427,527
 99,190,116
Van NessWashington, D.C. 1970 625
 56,300,000
 142,204,077
 1,315,370
 56,300,000
 143,519,447
 199,819,447
 (11,899,235) 187,920,212
  (K)
VersaillesWoodland Hills, CA 1991 253
 12,650,000
 33,656,292
 4,979,374
 12,650,000
 38,635,666
 51,285,666
 (15,459,664) 35,826,002
 30,372,953
Versailles (K-Town)Los Angeles, CA 2008 225
 10,590,975
 44,409,025
 291,622
 10,590,975
 44,700,647
 55,291,622
 (8,870,160) 46,421,462
 29,826,475
Victor on VeniceLos Angeles, CA (G) 2006 115
 10,350,000
 35,433,437
 261,071
 10,350,000
 35,694,508
 46,044,508
 (10,004,367) 36,040,141
  (J)
VintageOntario, CA 2005-2007 300
 7,059,230
 47,677,762
 367,174
 7,059,230
 48,044,936
 55,104,166
 (14,167,823) 40,936,343
 33,000,000
Vista on CourthouseArlington, VA 2008 220
 15,550,260
 69,449,740
 643,404
 15,550,260
 70,093,144
 85,643,404
 (13,517,115) 72,126,289
 31,380,000
Water Park TowersArlington, VA 1989 362
 34,400,000
 109,218,415
 1,853,467
 34,400,000
 111,071,882
 145,471,882
 (8,181,264) 137,290,618
  (K)
West 54thNew York, NY (G) 2001 222
 60,900,000
 48,772,556
 134,368
 60,900,000
 48,906,924
 109,806,924
 (5,718,712) 104,088,212
 46,390,558
Westgate (fka Westgate I)Pasadena, CA 2010 480
 22,898,848
 133,553,242
 278,435
 22,898,848
 133,831,677
 156,730,525
 (13,887,631) 142,842,894
 96,935,000
WoodleafCampbell, CA 1984 178
 8,550,600
 16,988,182
 3,978,891
 8,550,600
 20,967,073
 29,517,673
 (10,546,255) 18,971,418
 17,858,854
Wholly Owned Encumbered    32,101
 1,935,536,426
 6,183,275,205
 279,055,895
 1,935,536,426
 6,462,331,100
 8,397,867,526
 (1,457,510,357) 6,940,357,169
 2,703,534,549
Partially Owned Unencumbered:                       
2300 ElliottSeattle, WA 1992 92
 796,800
 7,173,725
 6,169,587
 796,800
 13,343,312
 14,140,112
 (9,199,580) 4,940,532
 —
400 Park Avenue South (EQR)New York, NY (F) —
 76,292,169
 96,230,632
 —
 76,292,169
 96,230,632
 172,522,801
 —
 172,522,801
 —
400 Park Avenue South (Toll)New York, NY (F) —
 58,090,357
 38,681,373
 —
 58,090,357
 38,681,373
 96,771,730
 —
 96,771,730
 —
Canyon RidgeSan Diego, CA 1989 162
 4,869,448
 11,955,063
 1,979,252
 4,869,448
 13,934,315
 18,803,763
 (8,130,970) 10,672,793
 —
Country OaksAgoura Hills, CA 1985 256
 6,105,000
 29,561,865
 3,477,905
 6,105,000
 33,039,770
 39,144,770
 (14,454,678) 24,690,092
 —
East Palmetto ParkBoca Raton, FL (F) —
 20,200,000
 281,641
 —
 20,200,000
 281,641
 20,481,641
 —
 20,481,641
 —
Fox RidgeEnglewood, CO 1984 300
 2,490,000
 17,522,114
 4,304,324
 2,490,000
 21,826,438
 24,316,438
 (10,802,571) 13,513,867
 —
Hudson Crossing IINew York, NY (F) —
 5,000,000
 —
 —
 5,000,000
 —
 5,000,000
 —
 5,000,000
 —
Monterra in Mill CreekMill Creek, WA 2003 139
 2,800,000
 13,255,122
 554,347
 2,800,000
 13,809,469
 16,609,469
 (4,616,186) 11,993,283
 —
Park AireWellington, FL (F) —
 8,000,000
 39,445,363
 —
 8,000,000
 39,445,363
 47,445,363
 —
 47,445,363
 —
Strayhorse at Arrowhead RanchGlendale, AZ 1998 136
 4,400,000
 12,968,002
 377,633
 4,400,000
 13,345,635
 17,745,635
 (4,432,500) 13,313,135
 —
VenturaVentura, CA 2002 192
 8,600,000
 44,580,294
 121,646
 8,600,000
 44,701,940
 53,301,940
 (3,355,103) 49,946,837
 —
Wood Creek II (fka Willow Brook)Pleasant Hill, CA 1985 228
 5,055,000
 38,388,672
 3,585,226
 5,055,000
 41,973,898
 47,028,898
 (14,964,187) 32,064,711
 —
Partially Owned Unencumbered   1,505
 202,698,774
 350,043,866
 20,569,920
 202,698,774
 370,613,786
 573,312,560
 (69,955,775) 503,356,785
 —
Partially Owned Encumbered:                       
Bellevue MeadowsBellevue, WA 1983 180
 4,507,100
 12,574,814
 4,287,572
 4,507,100
 16,862,386
 21,369,486
 (9,678,161) 11,691,325
 16,538,000
Canyon Creek (CA)San Ramon, CA 1984 268
 5,425,000
 18,812,120
 6,335,761
 5,425,000
 25,147,881
 30,572,881
 (11,655,149) 18,917,732
 28,200,000
Elliot BaySeattle, WA (G) 1992 147
 7,600,000
 36,066,728
 424,904
 7,600,000
 36,491,632
 44,091,632
 (2,384,136) 41,707,496
  (K)
Isle at Arrowhead RanchGlendale, AZ 1996 256
 1,650,237
 19,593,123
 1,988,568
 1,650,237
 21,581,691
 23,231,928
 (12,232,711) 10,999,217
 17,700,000
Lantern CoveFoster City, CA 1985 232
 6,945,000
 23,064,976
 5,303,293
 6,945,000
 28,368,269
 35,313,269
 (12,461,380) 22,851,889
 36,455,000
RosecliffQuincy, MA 1990 156
 5,460,000
 15,721,570
 2,387,533
 5,460,000
 18,109,103
 23,569,103
 (9,071,317) 14,497,786
 17,400,000
Schooner Bay IFoster City, CA 1985 168
 5,345,000
 20,390,618
 4,467,622
 5,345,000
 24,858,240
 30,203,240
 (10,916,753) 19,286,487
 28,870,000
Schooner Bay IIFoster City, CA 1985 144
 4,550,000
 18,064,764
 4,093,294
 4,550,000
 22,158,058
 26,708,058
 (9,848,801) 16,859,257
 26,175,000
Surrey DownsBellevue, WA 1986 122
 3,057,100
 7,848,618
 2,309,004
 3,057,100
 10,157,622
 13,214,722
 (5,582,575) 7,632,147
 9,829,000
Virgil SquareLos Angeles, CA 1979 142
 5,500,000
 15,216,613
 1,659,199
 5,500,000
 16,875,812
 22,375,812
 (5,932,912) 16,442,900
 9,900,000
Wisconsin PlaceChevy Chase, MD 2009 432
 —
 172,089,355
 126,994
 —
 172,216,349
 172,216,349
 (13,082,677) 159,133,672
 143,605,310
Partially Owned Encumbered    2,247
 50,039,437
 359,443,299
 33,383,744
 50,039,437
 392,827,043
 442,866,480
 (102,846,572) 340,019,908
 334,672,310
Portfolio/Entity Encumbrances (1)                     2,135,958,561
Total Consolidated Investment in Real Estate    103,073
 $6,887,475,376
 $18,679,961,107
 $1,233,511,917
 $6,887,475,376
 $19,913,473,024
 $26,800,948,400
 $(4,807,709,322) $21,993,239,078
 $5,174,165,420


(1)See attached Encumbrances Reconciliation

S-10




S-12
Table of Contents



EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III —- Real Estate and Accumulated Depreciation
December 31, 20102013
NOTES:
(A)
The balance of furniture & fixtures included in the total investment in real estate amount was $1,231,391,664$1,214,220,221 as of December 31, 2010.2013.
(B)
The cost, net of accumulated depreciation, for Federal Income Tax purposes as of December 31, 20102013 was approximately $11.1 billion.$15.2 billion.
(C)
The life to compute depreciation for building is 30 years, for building improvements ranges from 5 to 1015 years, for furniture & fixtures and replacements is 5 to 10 years, and for in-place leaseslease intangibles is the average remaining term of each respective lease.
(D)
This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment, leasehold improvements and capitalized software costs owned by the Management Business, which are generally depreciated over periods ranging from 3 to 7 years.
(E)Primarily represents capital expenditures for major maintenance and replacements incurred subsequent to each property’s acquisition date.
(F)Represents land and/or construction-in-progress on projects either held for future development or projects currently under development.
(G)A portion or all of these properties includes commercial space (retail, parking and/or office space).
(H)
Total properties and units exclude thefour unconsolidated properties containing 1,669 apartment units and two Military Housing consisting of two properties and 4,738containing 5,113 units.
(I)through (L) See Encumbrances Reconciliation schedule.
(M)Boot property for Freddie Mac tax-exempt bondmortgage pool.
(N)Boot Property for Bond Partnership mortgage pool.

S-11



S-13

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 numbernumbers for our Exchange Act filings referenced below is 0-24920.are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership)
Exhibit Description Location
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.
3.2Seventh Amended and Restated Bylaws of Equity Residential, effective as of December 14, 2010.Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on December 14, 2010.
3.3 Sixth Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership dated as of March 12, 2009. Included as Exhibit 10.1 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated March 12, 2009, filed on March 18, 2009.
4.1 Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”). Included as Exhibit 4(a) to theERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994.
4.2 First Supplemental Indenture to Indenture, dated as of September 9, 2004. Included as Exhibit 4.2 to theERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
4.3 Second Supplemental Indenture to Indenture, dated as of August 23, 2006. Included as Exhibit 4.1 to theERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
4.4 Third Supplemental Indenture to Indenture, dated as of June 4, 2007. Included as Exhibit 4.1 to theERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
4.5 Terms Agreement regarding 6.95% Notes due March 2,Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.Included as Exhibit 1 to the Operating Partnership’s Form 8-K, filed on March 2, 2001.
4.6Terms Agreement regarding 6.625% Notes due March 15, 2012.Included as Exhibit 1 to the Operating Partnership’s Form 8-K, filed on March 14, 2002.
4.7Form of 5.50% Note due October 1, 2012. Included as Exhibit 4.2 to theERP Operating Partnership’sLimited Partnership's Form 8-K dated May 30, 2007,December 7, 2011, filed on June 1, 2007.December 9, 2011.
4.8Form of 5.2% Note due April 1, 2013.Included as Exhibit 4 to the Operating Partnership’s Form 8-K, filed on March 19, 2003.
4.94.6 Form of 5.25% Note due September 15, 2014. Included as Exhibit 4.1 to theERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
4.104.7 Terms Agreement regarding 6.63% (subsequently remarketed to a 6.584% fixed rate) Notes due April 13, 2015. Included as Exhibit 1 to theERP Operating Limited Partnership’s Form 8-K, filed on April 13, 1998.
4.114.8 Terms Agreement regarding 5.125% Notes due March 15, 2016. Included as Exhibit 1.1 to theERP Operating Limited Partnership’s Form 8-K, filed on September 13, 2005.
4.124.9 Form of 5.375% Note due August 1, 2016. Included as Exhibit 4.1 to theERP Operating Limited Partnership’s Form 8-K dated January 11, 2006, filed on January 18, 2006.
4.134.10 Form of 5.75% Note due June 15, 2017. Included as Exhibit 4.3 to theERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.

4.11 
ExhibitDescriptionLocation
4.14
Terms Agreement regarding 7 1/8%1/8% Notes due October 15, 2017.
 Included as Exhibit 1 to theERP Operating Limited Partnership’s Form 8-K, filed on October 9, 1997.
4.154.12 Form of 4.75% Note due July 15, 2020. Included as Exhibit 4.1 to theERP Operating Limited Partnership’s Form 8-K dated July 12, 2010, filed on July 15, 2010.
4.13 Form of 4.625% Note due December 15, 2021. Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
4.164.14Form of 3.00% Note due April 15, 2023.Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated April 3, 2013, filed on April 8, 2013.
4.15 Terms Agreement regarding 7.57% Notes due August 15, 2026. Included as Exhibit 1 to theERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996.
10.1
4.17Form of 3.85% Exchangeable Senior Notes due August 15, 2026.Included as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
10.1**Noncompetition Agreement (Zell). Included as an exhibit to Equity Residential’sResidential's Form S-11 Registration Statement, File No. 33-63158.
10.2
10.2**Noncompetition Agreement (Spector). Included as an exhibit to Equity Residential’sResidential's Form S-11 Registration Statement, File No. 33-63158.
10.3
10.3**Form of Noncompetition Agreement (other officers). Included as an exhibit to Equity Residential’sResidential's Form S-11 Registration Statement, File No. 33-63158.


Table of Contents


Exhibit Description Location
10.4 Revolving Credit Agreement dated as of February 28, 2007January 11, 2013 among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Book Runners, and a syndicate of other banks (the “Revolving Credit Agreement”).Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
10.5Guaranty of Payment made as of January 11, 2013 between Equity Residential and Bank of America, N.A., as administrative agent JP Morganfor the banks party to the Revolving Credit Agreement.Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
10.6Revolving Credit Agreement dated as of July 13, 2011 among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent, Banc of America Securities LLC andSyndication Agent, J.P. Morgan Securities Inc.,LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as joint lead arrangersJoint Lead Arrangers and joint book runners, SunTrustJoint Book Runners, Suntrust Bank, WachoviaU.S. Bank National Association, and Wells Fargo Bank, N.A., LaSalle Bank National Association, The Royal Bank of Scotland plc, and US Bank, National Association, as co-documentation agents,Documentation Agents, and Citibank, N.A., Deutsche Bank Securities Inc., and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and a syndicate of other banks (the “Credit Agreement”). Included as Exhibit 10.510.1 to Equity Residential’sResidential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2010.8-K dated July 13, 2011, filed on July 14, 2011.
10.510.7 Guaranty of Payment made as of February 28, 2007July 13, 2011 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Credit Agreement. Included as Exhibit 10.2 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated February 28, 2007,July 13, 2011, filed on March 5, 2007.July 14, 2011.
10.610.8 Amendment No.1 to Revolving Credit Agreement.Included as Exhibit 10.1 to Equity Residential’s Form 10-Q for the quarterly period ended March 31, 2007.
10.7Credit Agreement dated as of October 5, 2007January 6, 2012 among ERP Operating Limited Partnership, Bank of America, N.A., as administrative agent,Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent, Banc of AmericaSyndication Agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as joint lead arrangerJoint Lead Arrangers and joint book runner, J.P. Morgan Securities Inc.,Joint Book Runners, Suntrust Bank, U.S. Bank National Association, and Wells Fargo Bank, National Association, as joint lead arrangerDocumentation Agents, and joint book runner, Citicorp North America Inc.Citibank, N.A., Deutsche Bank Securities Inc., Regions Bank, The Royaland Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and a syndicate of other banks.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 6, 2012, filed on January 9, 2012.
10.9Term Loan Agreement dated as of January 11, 2013 among ERP Operating Limited Partnership, Bank of Scotland plc,America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and U.S.Wells Fargo Bank, National Association, as documentation agents,Co-Syndication Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Runners, and a syndicate of other banks (the “Term Loan Agreement”). Included as Exhibit 10.810.3 to Equity Residential’sResidential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2010.8-K dated January 11, 2013, filed January 15, 2013.
10.810.10 Guaranty of Payment made as of October 5, 2007January 11, 2013 between Equity Residential and Bank of America, N.A., as administrative agent for the lendersbanks party to the Term Loan Agreement. Included as Exhibit 10.210.4 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated October 5, 2007,January 11, 2013, filed January 15, 2013.
10.11Master Credit Facility Agreement, dated February 27, 2013, by and among Federal National Mortgage Association and ASN Santa Monica LLC, et al.Included as Exhibit 10.7 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on October 11, 2007.February 28, 2013.

10.12 Amended and Restated Fixed Loan Note (Collateral Pool 3), dated February 27, 2013, executed by ASN Santa Monica LLC, et al. in favor of Federal National Mortgage Association. Included as Exhibit 10.8 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.13Amended and Restated Fixed Loan Note (Collateral Pool 4), dated February 27, 2013, executed by Archstone Playa Del Rey LLC, et al. in favor of Federal National Mortgage Association.Included as Exhibit 10.9 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.



Table of Contents



Exhibit Description Location
10.910.14 Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P. Included as Exhibit 10.16 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 1999.
10.15*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.
10.16*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.
10.10*10.17*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.
10.18*Equity Residential Second Restated 2002 Share Incentive Plan dated December 10, 2008. Included as Exhibit 10.15 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2008.
10.19
10.11**First Amendment to Second Restated 2002 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended September 30, 2010.
10.20*Second Amendment to Second Restated 2002 Share Incentive Plan. Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended June 30, 2011.
10.21*Third Amendment to Second Restated 2002 Share Incentive Plan. Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
10.12*10.22*Fourth Amendment to Second Restated 2002 Share Incentive Plan. Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
10.23*Equity Residential Amended and Restated 1993 Share Option and Share Award Plan. Included as Exhibit 10.11 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2001.
10.24
10.13**First Amendment to Equity Residential 1993 Share Option and Share Award Plan. Included as Exhibit 10.1 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended June 30, 2003.
10.25
10.14**Second Amendment to Equity Residential 1993 Share Option and Share Award Plan. Included as Exhibit 10.20 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2006.
10.26
10.15**Third Amendment to Equity Residential 1993 Share Option and Share Award Plan. Included as Exhibit 10.1 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended June 30, 2007.
10.27
10.16**Fourth Amendment to Equity Residential 1993 Share Option and Share Award Plan. Included as Exhibit 10.2 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended September 30, 2008.
10.28
10.17**Fifth Amendment to Equity Residential 1993 Share Option and Share Award Plan dated December 10, 2008. Included as Exhibit 10.21 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2008.
10.29
10.18**Form of Change in Control Agreement between Equity Residentialthe Company and other executive officers. Included as Exhibit 10.13 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2001.
10.30
10.19**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’sResidential's Form 10-Q for the quarterly period ended March 31, 2009.
10.31
10.20**Form of Indemnification Agreement between Equity Residentialthe Company and each trustee and executive officer. Included as Exhibit 10.18 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2003.
10.32
10.21**Form of Letter Agreement between Equity Residential and each of David J. Neithercut, Frederick C. Tuomi, Alan W. George and Bruce C. Strohm. Included as Exhibit 10.3 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended September 30, 2008.
10.33
10.22**Form of Executive Retirement Benefits Agreement. Included as Exhibit 10.24 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2006.
10.34
10.23**Retirement Benefits Agreement between Samuel Zell and Equity Residentialthe Company dated October 18, 2001. Included as Exhibit 10.18 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2001.
10.35
10.24**Amended and Restated Deferred Compensation Agreement between Equity Residentialthe Company and Gerald A. Spector dated January 1, 2002. Included as Exhibit 10.17 to Equity Residential’sResidential's Form 10-K for the year ended December 31, 2001.
10.36
10.25**Change in Control Agreement dated as of March 13, 2009 by and between Equity Residential and Mark J. Parrell, Executive Vice President and Chief Financial Officer. Included as Exhibit 10.2 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated March 12, 2009, filed on March 18, 2009.
10.37*
10.26*Summary of Changes to Trustee Compensation.Separation Agreement, dated August 28, 2012, by and between Equity Residential and Frederick C. Tuomi. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the Operating Partnership’s Form 8-K datedquarterly period ended September 21, 2005, filed on September 27, 2005.30, 2012.


Table of Contents



Exhibit Description Location
10.27*10.38*The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective NovemberJanuary 1, 2008.2012. Included as Exhibit 10.410.31 to Equity Residential’sResidential's and ERP Operating Limited Partnership's Form 10-Q10-K for the quarterly periodyear ended September 30, 2008.December 31, 2011.
10.39
10.28**Amendment to the Equity Residential Supplemental Executive Retirement Plan. Included as Exhibit 10.110.34 to Equity Residential’sResidential's and ERP Operating Limited Partnership's Form 10-Q10-K for the quarterly periodyear ended June 30, 2010.December 31, 2012.
10.40*Second Amendment to the Equity Residential Supplemental Executive Retirement Plan. Attached herein.
10.29*10.41*The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005. Included as Exhibit 10.2 to Equity Residential’sResidential's Form 10-Q for the quarterly period ended March 31, 2008.
10.42 
10.30Second Amended and Restated Sales Agency Financing Agreement, dated February 3, 2011,July 31, 2013, among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Included as Exhibit 1.1 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated and filed on February 3, 2011.July 31, 2013.
10.43 
10.31Amended and Restated Sales Agency Financing Agreement, dated February 3, 2011,July 31, 2013, among the Company, the Operating Partnership and BNY Mellon Capital Markets, LLC. Included as Exhibit 1.2 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated and filed on February 3, 2011.July 31, 2013.
10.44 
10.32Second Amended and Restated Sales Agency Financing Agreement, dated February 3, 2011,July 31, 2013, among the Company, the Operating Partnership and J.P. Morgan Securities LLC. Included as Exhibit 1.3 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated and filed on February 3, 2011.July 31, 2013.
10.45 
10.33Second Amended and Restated Sales Agency Financing Agreement, dated February 3, 2011,July 31, 2013, among the Company, the Operating Partnership and Morgan Stanley & Co. Incorporated.LLC. Included as Exhibit 1.4 to theEquity Residential's and ERP Operating Partnership’sLimited Partnership's Form 8-K dated and filed on February 3, 2011.July 31, 2013.
10.46 Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Scotia Capital (USA) Inc. Included as Exhibit 1.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
10.47Asset Purchase Agreement, dated November 26, 2012, by and among ERP Operating Limited Partnership, Equity Residential, AvalonBay Communities, Inc., Lehman Brothers Holding Inc. and Archstone Enterprise LP.Included as Exhibit 2.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on November 26, 2012.
10.48Real Estate Sale Agreement, dated as of January 3, 2013 (executed January 4, 2013), by and among certain subsidiaries of ERP Operating Limited Partnership and GSG Residential Portfolio LLC.Included as Exhibit 2.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 4, 2013, filed January 7, 2013.
10.49Registration Rights Agreement, dated February 27, 2013, by and between Equity Residential, Archstone Enterprise LP (which subsequently changed its name to Jupiter Enterprise LP) and Lehman Brothers Holdings Inc.Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.50Shareholders Agreement, dated February 27, 2013, by and among Equity Residential, Archstone Enterprise LP (which subsequently changed its name to Jupiter Enterprise LP) and Lehman Brothers Holdings Inc.Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
10.51Archstone 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.
10.52Archstone 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.
10.53Archstone 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.
10.54Legacy 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.




Table of Contents


ExhibitDescriptionLocation
12 Computation of Ratio of Earnings to Combined Fixed Charges. Attached herein.
21 List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership. Attached herein.
23.1 Consent of Ernst & Young LLP.LLP - Equity Residential. Attached herein.
23.2 Consent of Ernst & Young LLP - ERP Operating Limited Partnership. Attached herein.
24 Power of Attorney. See the signature page to this report.
31.1 Equity Residential - Certification of David J. Neithercut, Chief Executive Officer.Attached herein.
31.2Equity Residential - Certification of Mark J. Parrell, Chief Financial Officer.Attached herein.
31.3ERP Operating Limited Partnership - Certification of David J. Neithercut, Chief Executive Officer of Registrant’sRegistrant's General Partner. Attached herein.
31.4 
31.2ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Financial Officer of Registrant’sRegistrant's General Partner. Attached herein.
32.1 Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.the Company. Attached herein.
32.2 Equity Residential - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of Registrant’sthe 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 David J. Neithercut, Chief Executive Officer of Registrant's General Partner. Attached herein.
*32.4 Management contractsERP 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 Financial Officer of Registrant's General Partner.Attached herein.
101
XBRL (Extensible Business Reporting Language). The following materials from Equity Residential’s and compensatory plans or arrangements filed as exhibitsERP Operating Limited Partnership's Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (iii) consolidated statements of cash flows, (iv) consolidated statements of changes in equity (Equity Residential), (v) consolidated statements of changes in capital (ERP Operating Limited Partnership) and (vi) notes to this report are identified by an asterisk.consolidated financial statements.
Attached herein.





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