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.

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).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on ~~October 27, 2017~~April 21, 2023 was ~~367,484,786.~~378,904,669.

This report combines the reports on Form 10-Q for the quarterly period ended ~~September 30, 2017~~March 31, 2023 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~~Company’s and the Operating ~~Partnership's~~Partnership’s corporate structure:

EQR is the general partner of, and as of ~~September 30, 2017~~March 31, 2023 owned an approximate ~~96.4%~~96.8% ownership interest in, ERPOP. The remaining ~~3.6%~~3.2% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ~~ERPOP's~~ERPOP’s day-to-day management. 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 is structured as an umbrella partnership REIT (“UPREIT”) and EQR contributes all net proceeds from its various equity offerings to ERPOP. In return for those contributions, EQR receives a number of OP Units (see definition below) in ERPOP equal to the number of Common Shares it has issued in the equity offering. The Company may acquire properties in transactions that include the issuance of 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. This is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ~~ERPOP's~~ERPOP’s partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis because the Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the outstanding Common Shares.

The Company believes that combining the reports on Form 10-Q of EQR and ERPOP into this single report provides the following benefits:

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~~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~~EQR’s primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to ~~ERPOP, and guarantees certain debt of ERPOP, as disclosed in this report.~~ERPOP. 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~~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 EQR ~~which~~(which are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit basis)), the Operating Partnership generates all remaining capital required by the ~~Company's~~Company’s business. These sources include the Operating ~~Partnership's~~Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and ~~equity securities~~partnership interests, and proceeds received from disposition of certain properties and joint venture interests.

~~Shareholders'~~Shareholders’ equity, ~~partners'~~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'~~partners’ capital in the Operating ~~Partnership's~~Partnership’s financial statements and as noncontrolling interests in the ~~Company's~~Company’s financial statements. The noncontrolling interests in the Operating ~~Partnership's~~Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in the ~~Company's~~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'~~shareholders’ equity and ~~partners'~~partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the 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~~entity’s debt, noncontrolling interests and ~~shareholders'~~shareholders’ equity or ~~partners'~~partners’ capital, as applicable; and a combined ~~Management's~~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 I, Item 4. 4, 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, as amended (the “Exchange Act”), 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 ERPOP, EQR consolidates ERPOP 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.

1.	~~Business~~

Business

Equity Residential (“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 ~~rental apartment~~residential properties located in ~~urban~~ and ~~high-density suburban coastal gateway markets.~~around dynamic cities that attract affluent long-term renters, a business that is conducted on its behalf by ERP Operating Limited Partnership ~~("ERPOP"~~(“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 September 30, 2017 owned an approximate 96.4% ownership interest in, ERPOP. All of the Company's property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ~~ERPOP.~~ ~~EQR issues public equity from time to time, the net proceeds of which it is obligated to contribute to~~ ~~ERPOP,~~ but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of September 30, 2017, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 305 properties located in 10 states and the District of Columbia consisting of 78,302 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

Properties

Apartment Units

Wholly Owned Properties

283

73,289

Master-Leased Properties – Consolidated

3

853

Partially Owned Properties – Consolidated

17

3,215

Partially Owned Properties – Unconsolidated

2

945

305

78,302

2.	~~Summary of Significant Accounting Policies~~

~~Basis of Presentation~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications did not have an impact on net income previously reported. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

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

The balance sheets at December 31, 2016 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

~~Income and Other Taxes~~

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

Deferred tax assets and liabilities 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 Company’s deferred tax assets were generally the result of tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of September 30, 2017, the Company has elected REIT status for its primary TRS upon filing the 2016 tax return in the third quarter of 2017, with the election retroactive to January 1, 2016. As a result, the Company wrote-off its deferred tax assets, which were fully reserved, as of September 30, 2017.

~~Recently Issued Accounting Pronouncements~~

~~In May 2014, the Financial Accounting Standards Board (the~~ ~~"FASB")~~ ~~issued a comprehensive new revenue recognition standard entitled~~ ~~Revenue from Contracts with Customers~~ that will supersede nearly all existing revenue recognition guidance. The new standard specifically excludes lease revenue. The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Companies will likely need to use more judgment and make more estimates than under current revenue recognition guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration, if ~~any,~~ to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company anticipates selecting the modified retrospective transition method with a cumulative effect recognized as of the date of adoption and will adopt the new standard effective January 1, 2018, when effective. The Company is continuing to evaluate the standard; however, we do not expect its adoption to have a significant impact on the consolidated financial statements, as approximately 95% of total revenues consist of rental income from leasing arrangements, which is specifically excluded from the standard. In addition, the Company's fee and asset management activities are immaterial now that it sold its interest in Joint Base Lewis McChord in 2016 and given the nature of its disposition transactions, there should be no changes in accounting under the new standard.

~~In January 2016, the~~ ~~FASB~~ issued a new standard which requires companies to measure all equity securities with readily determinable fair values at fair value on the balance sheet, with changes in fair value recognized in net income. The new standard will be effective for the Company beginning on January 1, 2018. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

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

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

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•

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

The new standard will be effective for the Company beginning on January 1, 2019, with early adoption permitted, though the Company currently anticipates adopting the new standard on the effective date. The new standard must be adopted using a modified retrospective method, which requires application of the new guidance at the beginning of the earliest comparative period presented and provides for certain practical expedients, which the Company currently anticipates electing. The Company anticipates that its residential and retail/commercial leases where it is the lessor will continue to be accounted for as operating leases under the new standard. Therefore, the Company does not currently anticipate significant changes in the accounting for its lease revenues. The Company is also the lessee under various corporate office and ground leases, which it will be required to recognize right of use assets and related lease liabilities on its consolidated balance sheets upon adoption. The Company currently anticipates that its corporate office leases where it is the lessee will continue to be accounted for as operating leases under the new standard. Based on its anticipated election of the practical expedients, the Company would not be required to reassess the classification of existing ground leases and therefore these leases would continue to be accounted for as operating leases. However, in the event we modify existing ground leases and/or enter into new ground leases after adoption of the new standard, such leases will likely be classified as finance leases. The Company will continue to evaluate the impact of adopting the new leases standard on its consolidated results of operations and financial position.

~~In June 2016, the~~ ~~FASB~~ issued a new standard which requires companies to adopt a new approach for estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans. The standard will require entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. The new standard will be effective for the Company beginning on January 1, 2020, with early adoption permitted beginning January 1, 2019. The Company is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.

~~In August 2016 and October 2016, the~~ ~~FASB~~ issued new standards to clarify how specific transactions are classified and presented on the statement of cash flows. Among other clarifications, the new standards specifically provide guidance for the following items within the statement of cash flows which have required significant judgment in the past:

~~Cash payments related to debt prepayments or extinguishment costs are to be classified within financing activities;~~

The portion of the cash payment made to settle a zero-coupon bond or a bond with an insignificant cash coupon attributable to accreted interest related to a debt discount is to be classified as a cash outflow within operating activities, and the portion attributable to the principal is to be classified within financing activities;

~~Insurance settlement proceeds are to be classified based on the nature of the loss;~~

~~Companies must elect to classify distributions received from equity method investees using either a cumulative earnings approach or a look-through approach and the election must be disclosed; and~~

~~Restricted cash will be included with cash and cash equivalents on the statement of cash flows.~~ ~~Total~~ ~~cash and cash equivalents and restricted cash are to be reconciled to the related line items on the balance sheet.~~

The new standards must be applied retrospectively to all periods presented in the consolidated financial statements and they will be effective for the Company beginning on January 1, 2018, with early adoption permitted. The Company currently anticipates adopting the new standards in the fourth quarter of 2017 and plans to continue to apply the look-through approach for distributions received from equity method investees. The Company does not expect overall cash flows to change; however, there will be material changes between cash flow classifications due to the substantial debt prepayment penalties that the Company has incurred in the comparative period.

~~In February 2017, the~~ ~~FASB~~ ~~issued a new standard which~~ clarifies the accounting treatment for partial sales of nonfinancial assets (i.e. real estate). The standard clarifies that partial sales transactions include contributions of nonfinancial assets to a joint venture or other noncontrolled investee. Companies must recognize a full gain or loss on transfers of nonfinancial assets to equity method investees. The standard requires companies to derecognize distinct nonfinancial assets or distinct in substance nonfinancial assets in partial sale transactions when it does not have a controlling financial interest in the legal entity that holds the asset and transfers control of the asset. Once the distinct nonfinancial asset is transferred, the company is required to measure any non-controlling interest it receives or retains at fair value and

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recognize a full gain or loss on the transaction. If a company transfers ownership interests in a consolidated subsidiary and continues to maintain a controlling financial interest, the company does not derecognize the assets or liabilities, and accounts for the transaction as an equity transaction and no gain or loss is recognized. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption was permitted beginning on January 1, 2017. The Company anticipates adopting the new standard concurrently with the new revenue recognition standard. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect recognized as of the date of adoption. The Company has not had a partial sale of nonfinancial assets in the current or comparative periods. Therefore, the Company does not currently believe that the adoption of this standard will have a material impact on its consolidated results of operations and financial position.

In August 2017, the FASB issued a final standard which makes changes to the hedge accounting model to enable entities to better portray their risk management activities in the financial statements. The new standard expands an entity’s ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements. The new standard also eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of any hedging instrument to be presented in the same income statement line as the hedged instrument. The new standard will be effective for the Company beginning on January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.

~~Recently Adopted Accounting Pronouncements~~

~~In February 2015, the~~ ~~FASB~~ issued new consolidation guidance which made changes to both the variable interest model and the voting model. Among other changes, the new standard specifically eliminated the presumption in the current voting model that a general partner controls a limited partnership or similar entity unless that presumption can be overcome. ~~Generally,~~ only a single limited partner that is able to exercise substantive kick-out rights will consolidate. The Company adopted this new standard as required effective January 1, 2016. While adoption of the new standard did not result in any changes to conclusions about whether a joint venture was consolidated or unconsolidated, the Company has determined that certain of its joint ventures and the Operating Partnership will now qualify as variable interest entities ("VIEs") and therefore will require additional disclosures. See Note 6 for further discussion.

~~In March 2016, the~~ ~~FASB~~ issued a new standard which simplified several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as equity or liability, statement of cash flows classification and policy election options for forfeitures. The Company adopted this new standard as required effective January 1, 2017. The Company will continue to estimate the number of awards expected to be forfeited and adjust the estimate when it is no longer probable that the employee will fulfill the service condition, as was required under the old standard. The adoption of this standard did not have a material impact on our consolidated results of operations or financial position.

~~In January 2017, the~~ ~~FASB~~ issued a new standard which clarified the definition of a business. The standard's objective was to add additional guidance that assists companies in determining whether transactions should be accounted for as an asset acquisition or a business combination. The new standard first requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If this threshold is not met, the entity next evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Among other differences, transaction costs associated with asset acquisitions are capitalized while those associated with business combinations are expensed as incurred. In addition, purchase price in an asset acquisition is allocated on a relative fair value basis while in a business combination it is generally measured at fair value. The new standard will be applied prospectively to any transactions occurring within the period of adoption. The Company early adopted the new standard as allowed effective January 1, 2017. The Company anticipates that substantially all of its transactions will now be accounted for as asset acquisitions, which means transaction costs will largely be capitalized as noted above.

~~Other~~

The Company is the controlling partner in various consolidated partnerships owning 17 properties and 3,215 apartment units having a noncontrolling interest book value of $6.2 million at September 30, 2017. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning four properties having a noncontrolling interest deficit balance of $7.3 million. These four partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of September 30, 2017, the Company estimates the value of

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~~Noncontrolling Interest distributions for these four properties would have been approximately $65.8 million (“Settlement Value”) had the partnerships been liquidated.~~ This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the four Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on ~~September 30, 2017~~ had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company's Partially Owned Properties is subject to change. To the extent that the partnerships' underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

3.	~~Equity, Capital and Other Interests~~

~~Equity and Redeemable Noncontrolling Interests of Equity Residential~~

The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and restricted units) for the nine months ended September 30, 2017:

	~~2017~~
~~Common Shares~~
~~Common Shares outstanding at January 1,~~		~~365,870,924~~
~~Common Shares Issued:~~
~~Conversion of OP Units~~		~~1,107,735~~
~~Exercise of share options~~		~~343,527~~
~~Employee Share Purchase Plan (ESPP)~~		~~54,843~~
~~Restricted share grants, net~~		~~85,451~~
~~Common Shares Outstanding at September 30,~~		~~367,462,480~~
~~Units~~
~~Units outstanding at January 1,~~		~~14,626,075~~
~~Restricted unit grants, net~~		~~291,647~~
~~Conversion of OP Units to Common Shares~~		~~(1,107,735~~	)
~~Units outstanding at September 30,~~		~~13,809,987~~
~~Total Common Shares and Units outstanding at September 30,~~		~~381,272,467~~
~~Units Ownership Interest in Operating Partnership~~		~~3.6~~	%

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Noncontrolling Interests – Operating Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership Units in total in proportion to the number 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 elects not to redeem the Noncontrolling Interests – Operating Partnership Units for cash, EQR is obligated to deliver Common Shares to 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 cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are

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~~classified in permanent equity at September 30, 2017 and December 31, 2016.~~

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 September 30, 2017, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $380.5 million, which represents the value of Common Shares that would be issued in exchange for 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 nine months ended September 30, 2017 (amounts in thousands):

2017

Balance at January 1,

$
442,092

Change in market value

(29,551
)
Change in carrying value

(32,000
)
Balance at September 30,

$
380,541

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 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 Preferred Shares as of September 30, 2017 and December 31, 2016:~~

Amounts in thousands

Annual

Call

Dividend per

September 30,

December 31,

Date (1)

Share (2)

2017

2016

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; 745,600 shares issued and
   outstanding at September 30, 2017 and December 31, 2016

12/10/26

$
4.145

$
37,280

$
37,280

$
37,280

$
37,280

~~(1)~~

On or after the call 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.~~

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~~Capital and Redeemable Limited Partners of ERP Operating Limited Partnership~~

~~The following tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the nine months ended September 30, 2017:~~

	~~2017~~
~~General and Limited Partner Units~~
~~General and Limited Partner Units outstanding at January 1,~~		~~380,496,999~~
~~Issued to General Partner:~~
~~Exercise of EQR share options~~		~~343,527~~
~~EQR’s Employee Share Purchase Plan (ESPP)~~		~~54,843~~
~~EQR's restricted share grants, net~~		~~85,451~~
~~Issued to Limited Partners:~~
~~Restricted unit grants, net~~		~~291,647~~
~~General and Limited Partner Units outstanding at September 30,~~		~~381,272,467~~
~~Limited Partner Units~~
~~Limited Partner Units outstanding at January 1,~~		~~14,626,075~~
~~Limited Partner restricted unit grants, net~~		~~291,647~~
~~Conversion of Limited Partner OP Units to EQR Common~~ ~~Shares~~		~~(1,107,735~~	)
~~Limited Partner Units outstanding at September 30,~~		~~13,809,987~~
~~Limited Partner Units Ownership Interest in Operating~~ ~~Partnership~~		~~3.6~~	%

~~The Limited Partners of the Operating Partnership as of September 30, 2017~~ 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 restricted units. Subject to certain exceptions (including the “book-up” requirements of restricted units), Limited Partners may exchange their Units with EQR for 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 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 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 Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer's control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable 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. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at ~~September 30, 2017 and~~ ~~December 31, 2016~~.

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 September 30, 2017, the Redeemable Limited Partner Units have a redemption value of approximately $380.5 million, which represents the value of Common Shares that would be issued in exchange for the Redeemable Limited Partner Units.

~~Table of Contents~~

~~The following table presents the changes in the redemption value of the Redeemable Limited Partners for the nine months ended September 30, 2017 (amounts in thousands):~~

2017

Balance at January 1,

$
442,092

Change in market value

(29,551
)
Change in carrying value

(32,000
)
Balance at September 30,

$
380,541

~~EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for Common Shares) to~~ ~~ERPOP.~~ In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the preferred shares issued in the equity offering).

~~The following table presents the Operating Partnership's issued and outstanding “Preference Units” as of September 30, 2017 and~~ ~~December 31, 2016~~:

Amounts in thousands

Annual

Call

Dividend Per

September 30,

December 31,

Date (1)

Unit (2)

2017

2016

Preference Units:

8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 745,600 units issued and
outstanding at September 30, 2017 and December 31, 2016

12/10/26

$
4.145

$
37,280

$
37,280

$
37,280

$
37,280

~~(1)~~

On or after the call date, redeemable preference units 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 Company Preferred Shares.

~~(2)~~

~~Dividends on Preference Units are payable quarterly.~~

~~Other~~

~~In September 2009, the Company announced the establishment of an At-The-Market~~ ~~(“ATM”)~~ share offering program which would allow EQR to sell Common Shares from time to time 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). The program currently has a maturity of June 2019. EQR has the authority to issue 13.0 million shares but has not issued any shares under this program since September 2012.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No shares were repurchased during the nine months ended September 30, 2017 and as a result, EQR has remaining authorization to repurchase up to 13.0 million of its shares under the repurchase program as of September 30, 2017.

~~Table of Contents~~

4.	~~Real Estate and Lease Intangibles~~

~~The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of September 30, 2017 and December 31, 2016 (amounts in thousands):~~

September 30, 2017

December 31, 2016

Land

$
5,985,004

$
5,899,862

Depreciable property:

Buildings and improvements

17,601,348

16,913,430

Furniture, fixtures and equipment

1,500,963

1,346,300

In-Place lease intangibles

469,091

470,849

Projects under development:

Land

61,047

115,876

Construction-in-progress

232,017

521,292

Land held for development:

Land

63,439

84,440

Construction-in-progress

35,634

34,376

Investment in real estate

25,948,543

25,386,425

Accumulated depreciation

(5,849,110
)

(5,360,389
)
Investment in real estate, net

$
20,099,433

$
20,026,036

~~The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of September 30, 2017 and December 31, 2016 (amounts in thousands):~~

Description

Balance Sheet Location

September 30, 2017

December 31, 2016

Assets

Ground lease intangibles – below market

Other Assets

$
191,918

$
178,251

Retail lease intangibles – above market

Other Assets

1,260

1,260

Lease intangible assets

193,178

179,511

Accumulated amortization

(21,305
)

(17,972
)
Lease intangible assets, net

$
171,873

$
161,539

Liabilities

Ground lease intangibles – above market

Other Liabilities

$
2,400

$
2,400

Retail lease intangibles – below market

Other Liabilities

5,270

5,270

Lease intangible liabilities

7,670

7,670

Accumulated amortization

(5,113
)

(4,509
)
Lease intangible liabilities, net

$
2,557

$
3,161

The following table provides a summary of the effect of the amortization for above and below market ground and retail lease intangibles on the Company’s accompanying consolidated statements of operations and comprehensive income for the nine months and quarters ended September 30, 2017 and 2016 respectively (amounts in thousands):

Nine Months Ended

Quarter Ended

September 30,

September 30,

Description

Income Statement Location

2017

2016

2017

2016

Ground lease intangible amortization

Property and Maintenance

$
(3,253
)

$
(3,241
)

$
(1,092
)

$
(1,080
)
Retail lease intangible amortization

Rental Income

524

675

80

222

Total amortization of above/below
market lease intangibles

$
(2,729
)

$
(2,566
)

$
(1,012
)

$
(858
)

~~Table of Contents~~

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

Remaining

2017

2018

2019

2020

2021

2022

Ground lease intangibles

$
(1,116
)

$
(4,463
)

$
(4,463
)

$
(4,463
)

$
(4,463
)

$
(4,463
)
Retail lease intangibles

16

71

71

71

71

27

Total

$
(1,100
)

$
(4,392
)

$
(4,392
)

$
(4,392
)

$
(4,392
)

$
(4,436
)

~~During the nine months ended September 30, 2017, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):~~

Properties

Apartment Units

Purchase Price

Rental Properties – Consolidated (1)

4

947

$
468,050

Total

4

947

$
468,050

~~(1)~~

Purchase price includes an allocation of approximately $68.3 million to land, $386.2 million to depreciable property (inclusive of capitalized closing costs) and $13.7 million to ground lease intangible (included in other assets). For one of the property acquisitions, the Company owns the building and improvements and leases the land underlying the improvements under a long-term ground lease that expires in 2113. This property is consolidated and reflected as a real estate asset while the ground lease is accounted for as an operating lease.

~~During the nine months ended September 30, 2017, the Company disposed of the following to unaffiliated parties (sales price in thousands):~~

Properties

Apartment Units

Sales Price

Rental Properties – Consolidated

4

1,024

$
319,700

Land Parcels (one)

—

—

33,450

Total

4

1,024

$
353,150

~~The Company recognized a net gain on sales of real estate properties of approximately $141.8 million and a net gain on sales of land parcels of approximately $19.2 million on the above sales.~~

5.	~~Commitments to Acquire/Dispose of Real Estate~~

~~The Company has not entered into any separate agreements to acquire rental properties or land parcels as of October 27, 2017.~~

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

Properties

Apartment Units

Sales Price

Land Parcels (one)

—

—

$
2,700

Total

—

—

$
2,700

The closing of this pending transaction is subject to certain conditions and restrictions, therefore, there can be no assurance that this transaction will be consummated or that the final terms will not differ in material respects from those summarized above.

~~Table of Contents~~

6.	~~Investments in Partially OwnedEntities~~

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of ~~September 30, 2017~~ ~~(amounts in thousands except for property and apartment unit amounts):~~

Consolidated

Unconsolidated

(VIE)

(Non-VIE)

(VIE) (1)

Total

Total properties

17

2

—

2

Total apartment units

3,215

945

—

945

Balance sheet information at 9/30/2017 (at 100%):

ASSETS

Investment in real estate

$
648,839

$
236,630

$
172,995

$
409,625

Accumulated depreciation

(226,607
)

(40,840
)

(48,670
)

(89,510
)
Investment in real estate, net

422,232

195,790

124,325

320,115

Cash and cash equivalents

22,914

7,194

139

7,333

Investments in unconsolidated entities

45,035

—

—

—

Deposits – restricted

385

258

—

258

Other assets

26,246

450

105

555

Total assets

$
516,812

$
203,692

$
124,569

$
328,261

LIABILITIES AND EQUITY/CAPITAL

Mortgage notes payable, net (2)

$
302,037

$
145,424

$
—

$
145,424

Accounts payable & accrued expenses

2,975

2,644

150

2,794

Accrued interest payable

1,024

691

—

691

Other liabilities

453

308

27

335

Security deposits

2,037

488

—

488

Total liabilities

308,526

149,555

177

149,732

Noncontrolling Interests – Partially Owned
Properties/Partners' equity

6,175

54,336

84,682

139,018

Company equity/General and Limited Partners' Capital

202,111

(199
)

39,710

39,511

Total equity/capital

208,286

54,137

124,392

178,529

Total liabilities and equity/capital

$
516,812

$
203,692

$
124,569

$
328,261

Consolidated

Unconsolidated

(VIE)

(Non-VIE)

(VIE) (1)

Total

Operating information for the nine months ended 9/30/2017
(at 100%):

Operating revenue

$
69,917

$
20,050

$
3,805

$
23,855

Operating expenses

17,056

6,746

1,573

8,319

Net operating income

52,861

13,304

2,232

15,536

Property management

2,463

584

56

640

General and administrative/other

239

1

127

128

Depreciation

15,569

7,960

4,126

12,086

Operating income (loss)

34,590

4,759

(2,077
)

2,682

Interest and other income

45

—

—

—

Interest:

Expense incurred, net

(9,977
)

(6,217
)

—

(6,217
)
Amortization of deferred financing costs

(203
)

(1
)

—

(1
)
Income (loss) before income and other taxes and (loss)
from investments in unconsolidated entities

24,455

(1,459
)

(2,077
)

(3,536
)
Income and other tax (expense) benefit

(34
)

(13
)

—

(13
)
(Loss) from investments in unconsolidated entities

(1,155
)

—

—

—

Net income (loss)

$
23,266

$
(1,472
)

$
(2,077
)

$
(3,549
)

~~(1)~~

Includes the Company’s unconsolidated interest in an entity that owns the land underlying our Wisconsin Place apartment property and owns and operates the parking facility. This entity is excluded from the property and apartment unit count.

~~(2)~~

~~All debt is non-recourse to the Company.~~

~~Table of Contents~~

~~Note: The above tables exclude EQR's ownership interest in ERPOP, private equity fund investments, and the Company's interests in unconsolidated joint ventures~~ ~~established in connection with the acquisition of certain real estate related assets from Archstone Enterprise LP ("Archstone").~~ These ventures owned certain Archstone assets and succeeded to certain residual Archstone liabilities/litigation, as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests had an aggregate liquidation value of $37.4 million at September 30, 2017. The ventures are owned 60% by the Company. See below for further discussion.

~~Operating Properties~~

~~The Company has various equity interests in certain limited partnerships owning 16 properties containing 2,783 apartment units.~~ Each partnership owns a multifamily property. The Company is the general partner of these limited partnerships and is responsible for managing the operations and affairs of the partnerships as well as making all decisions regarding the businesses of the partnerships. The limited partners are not able to exercise substantive kick-out or participating rights. As a result, the partnerships qualify as VIEs. The Company has a controlling financial interest in the VIEs and, thus, is the VIEs' primary beneficiary. The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. As a result, the partnerships are required to be consolidated on the Company's financial statements.

The Company has a 75% equity interest in the Wisconsin Place joint venture. The project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The joint venture owns the 432 unit residential component, but has no ownership interest in the retail and office components. At September 30, 2017, the residential component had a net book value of $167.0 million. The Company is the managing member and is responsible for conducting all administrative day-to-day matters and affairs of the joint venture as well as implementing all decisions with respect to the joint venture. The limited partner is not able to exercise substantive kick-out or participating rights. As a result, the joint venture qualifies as a VIE. The Company has a controlling financial interest in the VIE and, thus, is the VIE's primary beneficiary. The Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the entity that owns the residential component is required to be consolidated on the Company's financial statements.

The Wisconsin Place joint venture also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. At September 30, 2017, the basis of this investment was $45.0 million. The joint venture, as a limited partner, does not have substantive kick-out or participating rights in the entity. As a result, the entity qualifies as a VIE. The joint venture does not have a controlling financial interest in the VIE and is not the VIE's primary beneficiary. The joint venture does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance or the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in each of the Nexus Sawgrass and Domain joint ventures. The Nexus Sawgrass joint venture owns a 501 unit apartment property located in Sunrise, Florida and the Company's interest had a basis of $4.4 million at September 30, 2017. The Domain joint venture owns a 444 unit apartment property located in San Jose, California and the Company's interest had a basis of $8.4 million at September 30, 2017. Both properties were funded with long-term, non-recourse secured loans from the partner. The mortgage loan on Nexus Sawgrass has a current unconsolidated outstanding balance of $48.6 million, bears interest at 5.60% and matures January 1, 2021. The mortgage loan on Domain has a current unconsolidated outstanding balance of $96.8 million, bears interest at 5.75% and matures January 1, 2022. While the Company is the managing member of both of the joint ventures, the joint venture partner has significant participating rights and has active involvement in and oversight of the operations. As a result, the entities do not qualify as VIEs. The Company alone does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance and as a result, the entities are unconsolidated and recorded using the equity method of accounting.

~~Other~~

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

The Company agreed to a maximum investment of $5.0 million each for two private equity funds, both of which primarily focus on real estate technology investments. The Company accounts for both investments under the equity method of accounting. As of

~~Table of Contents~~

~~September 30, 2017, the Company’s interest in these investments had a combined basis of $1.6 million.~~

On February 27, 2013, in connection with the acquisition of Archstone, subsidiaries of the Company entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owned certain Archstone assets and succeeded to certain residual Archstone liabilities/litigation. The Residual JV is owned 60% by the Company and 40% by its joint venture partner. The Company's basis at September 30, 2017 was a net obligation of $0.4 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and its joint venture partner. 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 does not qualify as a VIE. The Company alone does not have the power to direct the activities of the Residual JV that most significantly impact the Residual JV's economic performance and as a result, the Residual JV is unconsolidated and recorded using the equity method of accounting. The Residual JV has sold all of the real estate assets that were acquired as part of the acquisition of Archstone, including all of the German assets, and is in the process of winding down all remaining activities.

On February 27, 2013, in connection with the acquisition of Archstone, a subsidiary of the Company 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. At September 30, 2017, the remaining preferred interests had an aggregate liquidation value of $37.4 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 its joint venture partner. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and its joint venture partner. 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 does not qualify as a VIE. The Company alone does not have the power to direct the activities of the Legacy JV that most significantly impact the Legacy JV's economic performance and as a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

7.	~~Deposits – Restricted and Escrow Deposits – Mortgage~~

~~The following table presents the Company’s restricted deposits as of September 30, 2017 and December 31, 2016 (amounts in thousands):~~

September 30, 2017

December 31, 2016

Tax-deferred (1031) exchange proceeds

$
—

$
38,847

Restricted deposits on real estate investments

61

733

Resident security and utility deposits

35,667

37,007

Other

911

359

Totals

$
36,639

$
76,946

~~The following table presents the Company’s escrow deposits for mortgages as of September 30, 2017 and December 31, 2016 (amounts in thousands):~~

September 30, 2017

December 31, 2016

Real estate taxes and insurance

$
556

$
2,003

Replacement reserves

7,969

3,428

Mortgage principal reserves/sinking funds

1,595

58,652

Other

852

852

Totals

$
10,972

$
64,935

During the nine months ended September 30, 2017, the Company received approximately $60.5 million from the return of various mortgage principal reserves/sinking funds on certain tax-exempt mortgage bond deals.

~~Debt~~

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

~~Table of Contents~~

~~Mortgage Notes Payable~~

~~As of September 30, 2017, the Company had outstanding mortgage debt of approximately $3.6 billion.~~

~~During the nine months ended September 30, 2017, the Company:~~

~~Repaid $300.0 million of 5.987% mortgage debt held in a Fannie Mae loan pool maturing in 2019 and incurred a prepayment penalty of approximately $10.8 million;~~

~~Repaid $193.4 million of conventional fixed-rate mortgage loans maturing in 2017 through 2048 and incurred a prepayment penalty of approximately $1.5 million; and~~

~~Repaid $8.8 million of scheduled principal repayments on various mortgage debt.~~

The Company recorded $0.3 million of write-offs of unamortized deferred financing costs during the nine months ended September 30, 2017 as additional interest expense related to debt extinguishment of mortgages. The Company also recorded $0.7 million of write-offs of net unamortized premiums during the nine months ended September 30, 2017 as a reduction of interest expense related to debt extinguishment of mortgages.

~~As of September 30, 2017, the Company had $598.7 million of secured debt subject to third party credit enhancement.~~

~~As of~~ ~~September 30, 2017~~, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through May 28, 2061. At September 30, 2017, the interest rate range on the Company’s mortgage debt was 0.10% to 6.90%. During the nine months ended September 30, 2017, the weighted average interest rate on the Company’s mortgage debt was 4.33%.

~~Notes~~

~~As of September 30, 2017, the Company had outstanding unsecured notes of approximately $5.1 billion.~~

~~During the nine months ended September 30, 2017, the Company:~~

~~Repaid $394.1 million of 5.75% unsecured notes at maturity;~~

Issued $400.0 million of ten-year 3.25% fixed rate public notes, receiving net proceeds of approximately $399.3 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 3.32% after termination of four forward starting swaps in conjunction with the issuance (see Note 9 for further discussion); and

Issued $300.0 million of thirty-year 4.00% fixed rate public notes, receiving net proceeds of approximately $293.2 million before underwriting fees and other expenses, at an all-in effective interest rate of 4.11%.

~~As of~~ ~~September 30, 2017~~, scheduled maturities for the Company’s outstanding notes were at various dates through August 1, 2047. At September 30, 2017, the interest rate range on the Company’s notes was 2.375% to 7.57%. During the nine months ended September 30, 2017, the weighted average interest rate on the Company’s notes was 4.41%.

~~Line of Credit and Commercial Paper~~

~~On November 3, 2016, the Company replaced~~ its existing $2.5 billion facility with a $2.0 billion unsecured revolving credit facility maturing January 10, 2022. The Company has the ability to increase available borrowings by an additional $750.0 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 0.825%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 12.5 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company’s long term debt.

~~Table of Contents~~

On~~February~~2,~~2015,theCompanyenteredinto~~an~~unsecuredcommercialpapernoteprogram~~in~~theUnitedStates. The Company may borrow up to a maximum of $500.0 million under this program subject to market conditions. The notes will be soldundercustomaryterms~~in~~theUnitedStatescommercialpapernotemarketandwillrankparipassuwithall~~of~~theCompany's otherunsecuredseniorindebtedness. Asof September 30, 2017, there was a balance of$229.8 million outstanding on thecommercialpaperprogram ($230.0 million in principal outstanding net of an unamortized discount of $0.2 million). Thenotesbearinterest at various floating rates with a weighted average of 1.37% for the nine months ended September 30, 2017 and a weighted average maturity of 18 days as of~~ ~~September 30, 2017~~.

~~As of~~ ~~September 30, 2017~~, the amount available on the revolving credit facility was $1.76 billion (net of $11.1 million which was restricted/dedicated to support letters of credit and net of $230.0 million in principal outstanding on the commercial paper program).

~~Other~~

On April 24, 2017, the Company executed a new letter of credit facility with a third party financial institution which is not backed by or collateralized by borrowings on the Company’s unsecured revolving credit facility. As of ~~September 30, 2017, there was $9.0 million in letters of credit outstanding on this facility.~~

9.	~~Derivative and Other Fair~~ ~~Value~~ ~~Instruments~~

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

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company 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 commodity prices in the daily operations of the business.

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

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

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

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

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

~~Table of Contents~~

The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value. The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at September 30, 2017 and December 31, 2016, respectively (amounts in thousands):

September 30, 2017

December 31, 2016

Estimated Fair Value (Level 2)

Carrying Value

Estimated Fair Value (Level 2)

Carrying Value

Mortgage notes payable, net

$
3,630,477

$
3,619,180

$
4,161,001

$
4,119,181

Unsecured debt, net

5,640,095

5,373,092

5,030,330

4,868,077

Total debt, net

$
9,270,572

$
8,992,272

$
9,191,331

$
8,987,258

~~The following table summarizes the Company’s consolidated derivative instruments at~~ ~~September 30, 2017~~ ~~(dollar amounts are in thousands):~~

Fair Value
Hedges (1)

Forward
Starting
Swaps (2)

Current Notional Balance
$
450,000

$
250,000

Lowest Interest Rate

2.375
%

2.1478
%
Highest Interest Rate

2.375
%

2.2895
%
Earliest Maturity Date

2019

2028

Latest Maturity Date

2019

2029

~~(1)~~

~~Fair Value Hedges – Converts outstanding fixed rate unsecured notes ($450.0 million 2.375% notes due July 1, 2019) to a floating interest rate of 90-Day LIBOR plus 0.61%.~~

~~(2)~~

Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances. Of the $250.0 million notional balance, $200.0 million of these swaps have mandatory counterparty terminations in 2019 and are targeted for 2018 debt issuances while $50.0 million of these swaps have mandatory counterparty terminations in 2020 and are targeted for 2019 debt issuances.

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at September 30, 2017 and December 31, 2016, respectively (amounts in thousands):

Fair Value Measurements at Reporting Date Using

Description

Balance Sheet
Location

9/30/2017

Quoted Prices in
Active Markets for
Identical Assets/Liabilities
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets

Derivatives designated as hedging
instruments:

Interest Rate Contracts:

Fair Value Hedges

Other Assets

$
444

$
—

$
444

$
—

Forward Starting Swaps

Other Assets

3,921

—

3,921

—

Supplemental Executive Retirement Plan

Other Assets

136,774

136,774

—

—

Total

$
141,139

$
136,774

$
4,365

$
—

Liabilities

Supplemental Executive Retirement Plan

Other Liabilities

$
136,774

$
136,774

$
—

$
—

Total

$
136,774

$
136,774

$
—

$
—

Redeemable Noncontrolling Interests –

Operating Partnership/Redeemable

Limited Partners

Mezzanine

$
380,541

$
—

$
380,541

$
—

~~Table of Contents~~

Fair Value Measurements at Reporting Date Using

Description

Balance Sheet
Location

12/31/2016

Quoted Prices in
Active Markets for
Identical Assets/Liabilities
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets

Derivatives designated as hedging
instruments:

Interest Rate Contracts:

Fair Value Hedges

Other Assets

$
1,857

$
—

$
1,857

$
—

Supplemental Executive Retirement Plan

Other Assets

124,420

124,420

—

—

Total

$
126,277

$
124,420

$
1,857

$
—

Liabilities

Supplemental Executive Retirement Plan

Other Liabilities

$
124,420

$
124,420

$
—

$
—

Total

$
124,420

$
124,420

$
—

$
—

Redeemable Noncontrolling Interests –

Operating Partnership/Redeemable

Limited Partners

Mezzanine

$
442,092

$
—

$
442,092

$
—

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 nine months ended September 30, 2017 and 2016, respectively (amounts in thousands):

September 30, 2017
Type of Fair Value Hedge

Location of
Gain/(Loss)
Recognized in
Income on
Derivative

Amount of
Gain/(Loss)
Recognized in
Income on
Derivative

Hedged Item

Income Statement
Location of
Hedged Item
Gain/(Loss)

Amount of
Gain/(Loss)
Recognized in
Income
on Hedged Item

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Interest Rate Swaps

Interest expense

$
(1,413
)

Fixed rate debt

Interest expense

$
1,413

Total

$
(1,413
)

$
1,413

September 30, 2016
Type of Fair Value Hedge

Location of
Gain/(Loss)
Recognized in
Income on
Derivative

Amount of
Gain/(Loss)
Recognized in
Income on
Derivative

Hedged Item

Income Statement
Location
of Hedged Item
Gain/(Loss)

Amount of
Gain/(Loss)
Recognized in
Income
on Hedged Item

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Interest Rate Swaps

Interest expense

$
4,563

Fixed rate debt

Interest expense

$
(4,563
)
Total

$
4,563

$
(4,563
)

~~Table of Contents~~

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 nine months ended September 30, 2017 and 2016, respectively (amounts in thousands):

Effective Portion

Ineffective Portion

September 30, 2017
Type of Cash Flow Hedge

Amount of
Gain/(Loss)
Recognized in OCI
on Derivative

Location of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income

Amount of
Gain/(Loss)
Reclassified from
Accumulated
OCI into Income

Location of
Gain/(Loss)
Recognized in
Income on
Derivative

Amount of
Gain/(Loss)
Reclassified from
Accumulated
OCI into Income

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Forward Starting Swaps

$
5,216

Interest expense

$
(14,019
)

N/A

$
—

Total

$
5,216

$
(14,019
)

$
—

Effective Portion

Ineffective Portion

September 30, 2016
Type of Cash Flow Hedge

Amount of
Gain/(Loss)
Recognized in OCI
on Derivative

Location of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income

Amount of
Gain/(Loss)
Reclassified from
Accumulated
OCI into Income

Location of
Gain/(Loss)
Recognized in
Income on
Derivative

Amount of
Gain/(Loss)
Reclassified from
Accumulated
OCI into Income

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Forward Starting Swaps

$
(4,240
)

Interest expense

$
(37,262
)

N/A

$
—

Total

$
(4,240
)

$
(37,262
)

$
—

~~As of~~ ~~September 30, 2017~~ and December 31, 2016, there were approximately $94.7 million and $113.9 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at ~~September 30, 2017, the Company may recognize an estimated $21.4 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending September 30, 2018.~~

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

~~Table of Contents~~

~~10.~~

~~Earning Per Share and Earnings PerUnit~~

~~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):~~

Nine Months Ended September 30,

Quarter Ended September 30,

2017

2016

2017

2016

Numerator for net income per share – basic:

Income from continuing operations

$
498,297

$
4,177,599

$
144,196

$
217,246

Allocation to Noncontrolling Interests – Operating
   Partnership, net

(17,931
)

(160,437
)

(5,166
)

(8,344
)
Net (income) attributable to Noncontrolling
   Interests – Partially Owned Properties

(2,354
)

(2,368
)

(801
)

(823
)
Preferred distributions

(2,318
)

(2,318
)

(772
)

(773
)
Income from continuing operations available to
   Common Shares, net of Noncontrolling Interests

475,694

4,012,476

137,457

207,306

Discontinued operations, net of Noncontrolling Interests

—

119

—

237

Numerator for net income per share – basic

$
475,694

$
4,012,595

$
137,457

$
207,543

Numerator for net income per share – diluted:

Income from continuing operations

$
498,297

$
4,177,599

$
144,196

$
217,246

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

(2,354
)

(2,368
)

(801
)

(823
)
Preferred distributions

(2,318
)

(2,318
)

(772
)

(773
)
Income from continuing operations available to Common Shares

493,625

4,172,913

142,623

215,650

Discontinued operations, net

—

124

—

246

Numerator for net income per share – diluted

$
493,625

$
4,173,037

$
142,623

$
215,896

Denominator for net income per share – basic and diluted:

Denominator for net income per share – basic

366,809

364,917

366,996

365,109

Effect of dilutive securities:

OP Units

12,907

13,828

12,910

13,899

Long-term compensation shares/units

2,924

3,539

3,039

3,365

Denominator for net income per share – diluted

382,640

382,284

382,945

382,373

Net income per share – basic

$
1.30

$
11.00

$
0.37

$
0.57

Net income per share – diluted

$
1.29

$
10.92

$
0.37

$
0.56

Net income per share – basic:

Income from continuing operations available to
   Common Shares, net of Noncontrolling Interests

$
1.30

$
11.00

$
0.37

$
0.57

Discontinued operations, net of Noncontrolling Interests

—

—

—

—

Net income per share – basic

$
1.30

$
11.00

$
0.37

$
0.57

Net income per share – diluted:

Income from continuing operations available to Common Shares

$
1.29

$
10.92

$
0.37

$
0.56

Discontinued operations, net

—

—

—

—

Net income per share – diluted

$
1.29

$
10.92

$
0.37

$
0.56

~~Table of Contents~~

~~ERP Operating Limited Partnership~~

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

Nine Months Ended September 30,

Quarter Ended September 30,

2017

2016

2017

2016

Numerator for net income per Unit – basic and diluted:

Income from continuing operations

$
498,297

$
4,177,599

$
144,196

$
217,246

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

(2,354
)

(2,368
)

(801
)

(823
)
Allocation to Preference Units

(2,318
)

(2,318
)

(772
)

(773
)
Income from continuing operations available to Units

493,625

4,172,913

142,623

215,650

Discontinued operations, net

—

124

—

246

Numerator for net income per Unit – basic and diluted

$
493,625

$
4,173,037

$
142,623

$
215,896

Denominator for net income per Unit – basic and diluted:

Denominator for net income per Unit – basic

379,716

378,745

379,906

379,008

Effect of dilutive securities:

Dilution for Units issuable upon assumed exercise/vesting
of the Company’s long-term compensation shares/units

2,924

3,539

3,039

3,365

Denominator for net income per Unit – diluted

382,640

382,284

382,945

382,373

Net income per Unit – basic

$
1.30

$
11.00

$
0.37

$
0.57

Net income per Unit – diluted

$
1.29

$
10.92

$
0.37

$
0.56

Net income per Unit – basic:

Income from continuing operations available to Units

$
1.30

$
11.00

$
0.37

$
0.57

Discontinued operations, net

—

—

—

—

Net income per Unit – basic

$
1.30

$
11.00

$
0.37

$
0.57

Net income per Unit – diluted:

Income from continuing operations available to Units

$
1.29

$
10.92

$
0.37

$
0.56

Discontinued operations, net

—

—

—

—

Net income per Unit – diluted

$
1.29

$
10.92

$
0.37

$
0.56

~~11.~~

~~Individually Significant Dispositions~~

The Company executed an agreement with controlled affiliates of Starwood Capital Group ("Starwood") on October 23, 2015 to sell a portfolio of 72 operating properties consisting of 23,262 apartment units located in five markets across the United States for $5.365 billion (the "Starwood Transaction" or “Starwood Portfolio”). The Starwood Portfolio represented substantially all of the assets in the Company’s South Florida and Denver markets and certain suburban assets in the Washington D.C., Seattle and Los Angeles markets. On January 26 and 27, 2016, the Company closed on the sale of the entire portfolio described above.

~~Table of Contents~~

The Company concluded that the Starwood Transaction did not qualify for discontinued operations reporting as it did not represent a strategic shift that had a major effect on the Company’s operations and financial results. The Company has been investing only in its six coastal markets (Boston, New York, Washington D.C., Southern California, San Francisco and Seattle) and has not been acquiring or developing any new assets in its other markets. Over the past several years, the Company has been repositioning its portfolio by selling its suburban assets located in markets outside its six core coastal markets. The sale of the Starwood Portfolio represented the continuation of the above strategy. However, the Company concluded that the Starwood Transaction did qualify as an individually significant component of the Company as the amount received upon disposal exceeded 10% of total assets, and NOI (see definition in Note 13) of the Starwood Portfolio represented approximately 1.6% of consolidated NOI (for the approximate one-month period owned in 2016) for the nine months ended September 30, 2016 and approximately 15.7% of consolidated NOI for the year ended December 31, 2015. As a result, the following table summarizes the results of operations attributable to the Starwood Transaction for the nine months and quarter ended September 30, 2016 (amounts in thousands):

Nine Months Ended

Quarter Ended

September 30, 2016

September 30, 2016

REVENUES

Rental income

$
30,660

$
239

Total revenues

30,660

239

EXPENSES

Property and maintenance

7,839

(84
)
Real estate taxes and insurance

2,933

1

Property management

2

—

General and administrative

19

4

Total expenses

10,793

(79
)
Operating income

19,867

318

Interest and other income

21

10

Interest:

Expense incurred, net

(380
)

(6
)
Amortization of deferred financing costs

(707
)

—

Income and other tax (expense) benefit

(1
)

—

Net gain (loss) on sales of real estate properties

3,161,097

(103
)
Income from operations attributable to controlling
   interests – Operating Partnership

3,179,897

219

Income from operations attributable to Noncontrolling
   Interests – Operating Partnership

(122,146
)

(8
)
Income from operations attributable to controlling
   interests – Company

$
3,057,751

$
211

~~12.~~

~~Commitments and Contingencies~~

The Company, as an owner of real estate, is subject to various Federal, state and local environmental laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future. As of September 30, 2017, the Company does have environmental reserves totaling approximately $5.7 million related to two of its properties.

The Company has established a reserve related to various litigation matters associated with its Massachusetts properties and periodically assesses the adequacy of the reserve and makes adjustments as necessary. As of September 30, 2017, the reserve totaled approximately $0.9 million. While no assurances can be given, the Company does not believe that the ultimate resolution of any of these remaining litigation matters, if adversely determined, would have a material adverse effect on the Company.

The Company 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 Company.

As of September 30, 2017, the Company has four wholly owned projects totaling 1,285 apartment units in various stages of development with commitments to fund of approximately $127.3 million and estimated completion dates ranging through September 30, 2019, as well as other completed development projects that are in various stages of lease up or are stabilized.

~~As of~~ ~~September 30, 2017~~, the Company has two unconsolidated operating properties (Nexus Sawgrass and Domain) that are owned with the same third party joint venture partner. The joint venture agreements with this partner are primarily deal-specific

~~Table of Contents~~

~~regardingprofit-sharing,equitycontributions,returns~~on~~investment,buy-sell agreements and other customary provisions. Thebuy-sellarrangementscontainprovisionsthat~~provide the right, but not the obligation, for the Company to acquire the partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 6 for further discussion.

~~13.~~

~~Reportable Segments~~

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

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

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

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the nine months and quarters ended September 30, 2017 and 2016, respectively.

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

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2017 and 2016, respectively (amounts in thousands):

Nine Months Ended September 30,

Quarter Ended September 30,

2017

2016

2017

2016

Rental income

$
1,840,170

$
1,816,960

$
623,951

$
605,856

Property and maintenance expense

(306,645
)

(309,688
)

(104,721
)

(104,216
)
Real estate taxes and insurance expense

(253,318
)

(238,954
)

(84,087
)

(81,343
)
Total operating expenses

(559,963
)

(548,642
)

(188,808
)

(185,559
)
Net operating income

$
1,280,207

$
1,268,318

$
435,143

$
420,297

~~Table of Contents~~

~~The following tables present NOI for each segment from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2017 and 2016,respectively,~~as~~well~~as~~totalassetsandcapitalexpenditures~~at ~~September 30, 2017(amounts inthousands):~~

Nine Months Ended September 30, 2017

Nine Months Ended September 30, 2016

Rental
Income

Operating
Expenses

NOI

Rental
Income

Operating
Expenses

NOI

Same store (1)

Los Angeles

$
296,345

$
83,927

$
212,418

$
285,463

$
83,459

$
202,004

Orange County

66,081

16,355

49,726

63,005

15,529

47,476

San Diego

66,052

17,386

48,666

63,171

16,884

46,287

Subtotal - Southern California

428,478

117,668

310,810

411,639

115,872

295,767

Washington DC

322,307

98,043

224,264

317,879

95,187

222,692

New York

345,656

126,226

219,430

345,434

120,390

225,044

San Francisco

283,654

69,053

214,601

277,666

68,246

209,420

Boston

170,545

47,538

123,007

168,118

47,308

120,810

Seattle

133,279

37,205

96,074

125,910

34,979

90,931

Other Markets

1,384

499

885

1,342

428

914

Total same store

1,685,303

496,232

1,189,071

1,647,988

482,410

1,165,578

Non-same store/other (2) (3)

Non-same store

144,975

53,367

91,608

78,287

29,173

49,114

Other (3)

9,892

10,364

(472
)

90,685

37,059

53,626

Total non-same store/other

154,867

63,731

91,136

168,972

66,232

102,740

Totals

$
1,840,170

$
559,963

$
1,280,207

$
1,816,960

$
548,642

$
1,268,318

~~(1)~~

For the nine months ended September 30, 2017 and 2016, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2016, less properties subsequently sold, which represented 70,285 apartment units.

~~(2)~~

For the nine months ended September 30, 2017 and 2016, non-same store primarily includes properties acquired after January 1, 2016, plus any properties in lease-up and not stabilized as of January 1, 2016.

~~(3)~~

~~Other includes development, other corporate operations and operations prior to sale for properties sold from 2014 through 2017 that do not meet the discontinued operations criteria.~~

Quarter Ended September 30, 2017

Quarter Ended September 30, 2016

Rental
Income

Operating
Expenses

NOI

Rental
Income

Operating
Expenses

NOI

Same store (1)

Los Angeles

$
102,566

$
27,768

$
74,798

$
98,542

$
29,362

$
69,180

Orange County

22,427

5,500

16,927

21,455

5,362

16,093

San Diego

22,432

5,867

16,565

21,516

5,740

15,776

Subtotal - Southern California

147,425

39,135

108,290

141,513

40,464

101,049

New York

125,351

46,219

79,132

124,709

44,223

80,486

Washington DC

108,763

33,459

75,304

107,340

32,817

74,523

San Francisco

98,805

24,875

73,930

97,259

24,487

72,772

Boston

57,071

16,351

40,720

56,368

16,399

39,969

Seattle

49,268

13,647

35,621

46,948

12,493

34,455

Other Markets

459

158

301

457

136

321

Total same store

587,142

173,844

413,298

574,594

171,019

403,575

Non-same store/other (2) (3)

Non-same store

33,974

10,371

23,603

14,128

6,120

8,008

Other (3)

2,835

4,593

(1,758
)

17,134

8,420

8,714

Total non-same store/other

36,809

14,964

21,845

31,262

14,540

16,722

Totals

$
623,951

$
188,808

$
435,143

$
605,856

$
185,559

$
420,297

~~Table of Contents~~

~~(1)~~

For the quarters ended September 30, 2017 and 2016, same store primarily includes all properties acquired or completed that were stabilized prior to July 1, 2016, less properties subsequently sold, which represented 72,049 apartment units.

~~(2)~~

~~For the quarters ended September 30, 2017 and 2016, non-same store primarily includes properties acquired after July 1, 2016, plus any properties in lease-up and not stabilized as of July 1, 2016.~~

~~(3)~~

~~Other includes development, other corporate operations and operations prior to sale for properties sold from 2014 through 2017 that do not meet the discontinued operations criteria.~~

Nine Months Ended September 30,

Total Assets

Capital Expenditures

Same store (1)

Los Angeles

$
2,620,672

$
18,952

Orange County

330,580

6,671

San Diego

425,241

3,776

Subtotal - Southern California

3,376,493

29,399

Washington DC

3,836,992

26,308

New York

4,181,890

23,547

San Francisco

2,480,069

25,896

Boston

1,670,467

18,906

Seattle

1,172,356

15,499

Other Markets

12,778

83

Total same store

16,731,045

139,638

Non-same store/other (2) (3)

Non-same store

3,080,697

3,206

Other (3)

886,091

414

Total non-same store/other

3,966,788

3,620

Totals

$
20,697,833

$
143,258

~~(1)~~

~~Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2016, less properties subsequently sold, which represented 70,285 apartment units.~~

~~(2)~~

~~Non-same store primarily includes properties acquired after January 1, 2016, plus any properties in lease-up and not stabilized as of January 1, 2016.~~

~~(3)~~

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

~~14.~~

~~Subsequent Events~~

~~Subsequent to September 30, 2017, the Company repaid $103.9 million of 7.125% unsecured notes at maturity.~~

~~Table of Contents~~

~~Item 2. Management’s Discussion and Analysis of~~ ~~Financial Condition and Results of Operations~~

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

~~Forward-Looking Statements~~

Forward-looking statements 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 Company'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 Company 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'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 Company 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, 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 rental rates as well as higher than expected concessions or higher than expected operating expenses. We may not be able to achieve rents that are consistent with expectations for acquired, developed or 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, including large portfolios of properties, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of 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 Company may not be available or may only be available on adverse terms;~~

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

Occupancy levels and market rents may be adversely affected by national and local political, economic and market conditions including, without limitation, new construction and excess inventory of multifamily and owned housing/ condominiums, increasing portions of owned housing/condominium stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, slow or negative employment growth and household formation, the availability of low-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social preferences, governmental regulations (including rent control legislation and restrictions) and the potential for geopolitical instability, all of which are beyond the Company's control; and

~~Additional factors as discussed in Part I of the Company’s and the Operating Partnership’s 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.~~

~~Table of Contents~~

~~Overview~~

~~Equity Residential (“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 rental apartment properties in urban and high-density suburban coastal gateway markets where today's renters want to live, work and play. ERP Operating Limited Partnership (“ERPOP”),ERPOP is 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.~~1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of ~~September 30, 2017~~March 31, 2023 owned an approximate ~~96.4%~~96.8% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of March 31, 2023, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 301 properties located in 10 states and the District of Columbia consisting of 79,351 apartment units. The ownership breakdown includes (table does not include any uncompleted development properties):


	Properties		Apartment Units
Wholly Owned Properties		286		76,237
Partially Owned Properties – Consolidated		15		3,114
		301		79,351

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No open market repurchases have occurred since 2008. As of March 31, 2023, EQR has remaining authorization to repurchase up to 13.0 million of its shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For further information including definitions for capitalized terms not defined herein, refer to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.

Forward-looking statements 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 Company’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 Company 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’s control. Additional factors that might cause such differences are discussed in Part I of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, 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. 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 Company undertakes no obligation to update or supplement these forward-looking statements.

Equity Residential (“EQR”) is committed to creating communities where people thrive. The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters. ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR. EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.

EQR is the general partner of, and as of March 31, 2023 owned an approximate 96.8% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in ~~each~~most of its ~~six core coastal~~ markets. As of September 30, 2017, the Company had approximately 2,700 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form ~~8- K~~8-K, our proxy statements and any amendments to any of those ~~reports~~reports/statements we file with or furnish to the ~~SEC~~Securities and Exchange Commission (“SEC”) free of charge aton our website, www.equityapartments.com. These ~~reports~~reports/statements are made available aton our website as soon as reasonably practicable after we file them with or furnish them to 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.

The Company’s and the Operating Partnership’s overall business objectives and operating and investing strategies have not changed from the information included in the Company’s and the Operating ~~Partnership's~~Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

In conjunction with our business objectives and operating ~~strategy,~~and investing strategies, the ~~Company continued to invest in apartment properties located in our six coastal markets and sell apartment properties located primarily in~~following table provides a rollforward of the ~~less dense portion of suburban markets and/or properties~~transactions that ~~are functionally or locationally challenged~~occurred during the quarter ended ~~September 30, 2017 as follows:~~March 31, 2023:

S~~ee also Note~~See Notes 4 and 14 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate ~~transactions.~~investments.

~~Properties that the Company owned and were stabilized (see definition below) for all of both~~Comparison of the ~~nine months~~quarter ended ~~September 30, 2017 and 2016 (the “Nine-Month 2017 Same Store Properties”), which represented 70,285 apartment units, and properties that~~March 31, 2023 to the ~~Company owned and were stabilized~~quarter ended March 31, 2022

The following table presents a reconciliation of diluted earnings per share/unit for ~~all of both of~~ the ~~quarters~~quarter ended ~~September 30, 2017 and 2016 (the “Third Quarter 2017 Same Store Properties”), which represented 72,049 apartment units, impacted~~March 31, 2023 as compared to the ~~Company’s results of operations. Both the Nine-Month 2017 Same Store Properties and the Third Quarter 2017 Same Store Properties are discussed~~same period in ~~the following paragraphs.~~2022:

The ~~Company's~~Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less direct property operating expenses (including real estate taxes and insurance). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.

The following tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the nine months and quarter ended September 30, 2017:

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.

Revenues from the Nine-Month 2017 Same Store Properties increased $37.3 million primarily as a result of an increase in average rental rates charged to residents. Expenses from the Nine-Month 2017 Same Store Properties increased $13.8 million primarily as a result of an increase in real estate taxes, on-site payroll costs, utilities and repairs and maintenance expenses. The following tables provide comparative same store results and statistics for the Nine-Month 2017 Same Store Properties:

~~Note: Same store revenues for all leases are reflected on a straight line basis in accordance with GAAP for the current and comparable periods.~~

~~The following table provides comparative same store operating expenses for the Nine-Month 2017 Same Store Properties:~~

The following tables present reconciliations of operating income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store/other results ~~for the nine months ended September 30, 2017 and 2016~~ (amounts in thousands):

For properties that the Company acquired or completed that were stabilized prior to January 1, 2016 and that the Company expects to continue to own through December 31, 2017, the Company anticipates the following same store results for the full year ending December 31, 2017:

The Company anticipates consolidated rental acquisitions of $468.0 million and consolidated rental dispositions of $500.0 million and expects that the Acquisition Cap Rate will be 0.50% lower than the Disposition Yield for the full year ending December 31, 2017. These 2017 assumptions are based on current expectations and are forward-looking.

Same store revenues increased 2.3% during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016, which was ahead of our expectations primarily driven by gains in occupancy. As a result, the Company now anticipates same store revenue growth of approximately 2.2% for 2017, as compared to the most recent updated guidance range of 1.75% to 2.25% that was provided in July 2017. The Company’s primary goal in 2017 continues to focus on retaining existing residents to drive renewal rate growth, which came in at 4.6% for the nine months ended September 30, 2017 as compared to the same period in 2016. Same store turnover declined by 1.7% for the nine months ended September 30, 2017 as compared to the same period in 2016. With same store occupancy of 96.0% for the nine months ended September 30, 2017, we also increased our occupancy expectations for full year 2017 from 95.8% to 95.9%.

Washington D.C. was originally expected to post improved same store revenue results for 2017 as compared to 2016 because we expected continuing job growth to allow the elevated levels of new supply in this market to be absorbed. During the second quarter of 2017, this job growth weakened, though it has modestly improved recently, with the impact from potential government spending initiatives still remaining unclear. Same store revenues increased 1.4% in ~~the nine months ended September 30, 2017~~ as compared to the same period in 2016, which was lower than our original February 2017 expectations. We now expect to produce same store revenue growth of approximately 1.5% in 2017, which is relatively consistent with the prior year and slightly higher than our most recent expectation provided in July 2017 of an increase of 1.4% for this market.

In the New York market, elevated deliveries of new luxury supply both in established residential areas and newer residential areas like Long Island City are having an impact on our ability to raise rents as renters begin to let go of neighborhood loyalty. There has also been a reduction in the rate of job growth in the financial services sector and technology sector, which are important demand drivers in the market. Due in part to our strong same store occupancy levels (96.1% for the nine months ended September 30, 2017), we have used fewer concessions during the nine months of 2017 than we originally expected and anticipate that trend to continue in the remaining three months of 2017. As a result, same store revenues increased 0.1% in the nine months ended September 30, 2017 as compared to the same period in 2016, which was slightly above our expectations. We still expect there to be a decline in same store revenues of approximately 0.1% for full year 2017, which is better than our most recent expectation provided in July 2017 of a decline of 0.3% for this market.

We have a cautious outlook for Boston as the market continues to feel the impact from an elevated level of deliveries of new supply in the downtown and Cambridge submarkets with approximately 50% of this new supply competing with our properties. Job growth has continued to improve in the market which is a positive sign that the additional supply may be absorbed without significant disruption. Same store revenues increased 1.4% in the nine months ended September 30, 2017 as compared to the same period in 2016, which was consistent with our expectations. We expect to produce same store revenue growth of approximately 1.6% in 2017, which is slightly higher than our most recent expectation provided in July 2017 of an increase of 1.5% for this market.

Seattle is producing solid rental rate growth driven by the continued growth in technology jobs in the market, but showed signs of slowing rent growth during the quarter. While new supply remains elevated in this market, until recently strong job growth has enabled that supply to be quickly absorbed with little market disruption. Same store revenues increased 5.9% in the nine months ended September 30, 2017 as compared to the same period in 2016, which exceeded our expectations. We expect Seattle to produce same store revenue growth of approximately 5.7% in 2017, which is slightly lower than our most recent expectation provided in July 2017 of an increase of 5.75% for this market.

San Francisco is producing a slower rate of job growth in the technology sector compared to previous years. However, we continue to see strong demand throughout the market, although the rate at which we can increase rents remains somewhat modest due to new supply and a slower rate of job growth. Same store revenues increased 2.2% in the nine months ended September 30, 2017 as compared to the same period in 2016, which was ahead of our expectations. We expect to produce same store revenue growth of approximately 2.1% in 2017, which is better than our most recent expectation provided in July 2017 of an increase of 1.8% for this market.

Southern California, which includes Los Angeles, Orange County and San Diego, is performing well and is positioned to be one of our better performing markets in 2017. Widely dispersed new supply, very good economic growth and adequate levels of job growth in the market are driving strong revenue growth. Same store revenues increased 4.1% in the nine months ended September 30, 2017 as compared to the same period in 2016, which was above our expectations. We expect to produce same store revenue growth of ~~approximately~~ 4.0% in 2017, which is slightly higher than our most recent expectation provided in July 2017 of an increase of 3.8% for this market. We expect Orange County and San Diego to perform slightly better than Los Angeles for full year 2017 as compared to 2016.

Same store expenses increased 2.9% during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The Company now anticipates that 2017 same store expenses will increase 3.2%, ~~as compared to the most recent guidance range of 3.25% to 4.0% that was provided in July 2017, significantly impacted by the following items:~~

Same store NOI increased 2.0% during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016, which was ahead of our expectations. As a result, the Company now anticipates same store NOI growth of approximately 1.8%, as compared to the most recent guidance range of 0.75% to 1.75% that was provided in July 2017, for the full year 2017 as a result of the above same store revenue and expense expectations.

For the quarter ended September 30, 2017, same store revenue increased $12.5 million or 2.2%, same store expenses increased $2.8 million or 1.7% and same store NOI increased $9.7 million or 2.4% when compared to the prior year period. S~~ee also~~Note: See Note 13 in the Notes to Consolidated Financial Statements for ~~additional discussion regarding the Company’s segment disclosures.~~

detail by reportable segment/market. Non-same store/other NOI results ~~for the nine months ended September 30, 2017 decreased approximately $11.6 million compared to the same period of 2016 and~~ consist primarily of properties acquired in calendar ~~years 2016 and 2017,~~year 2022, operations from the Company’s development properties and operations prior to disposition from ~~2016~~2022 and ~~2017~~2023 sold properties. ~~This difference~~

~~Comparison of the nine months and quarter ended September 30, 2017 to the nine months and quarter ended September 30, 2016~~

~~For the nine months ended September 30, 2017, the Company reported diluted earnings per share/unit of $1.29 compared~~ ~~to $10.92~~ ~~per share/unit in the same period of 2016.~~ ~~The difference is primarily due to approximately $9.78 per share/unit in higher gains on property sales~~ ~~and $0.14 per share/unit~~ ~~in higher gains on sales of non-operating assets in 2016 compared to 2017 as a direct result of the significant sales activity in 2016 compared to 2017, partially offset by~~ ~~$0.28 per share/unit~~ ~~in higher debt extinguishment costs incurred in 2016 as compared to 2017~~. For the quarter ended September 30, 2017, the Company reported diluted earnings per share/unit of $0.37 compared to $0.56 per share/unit in the same period of 2016. The difference is primarily due to approximately $0.22 per share/unit in higher gains on property sales in the third quarter of 2016 compared to the same period in 2017, partially offset by improved operations in the third quarter of 2017 as compared to the third quarter of 2016.

Income from continuing operations decreased approximately $3.7 billion and $73.1 million for the nine months and quarter ended September 30, 2017, respectively, compared to the prior periods. The decrease in continuing operations is discussed below.

~~The guidance/projections provided below are based on current projections and are forward-looking.~~

For the nine months ended September 30, 2017, consolidated rental income increased 1.3%, consolidated operating expenses (comprised of property and maintenance and real estate taxes and insurance) increased 2.1% and consolidated NOI increased 0.9% when compared to the nine months ended September 30, 2016. The increase in consolidated total NOI is ~~primarily~~ a result of the Company’s ~~improved~~higher NOI from same store properties, largely due to improvement in same store revenues as noted above. Operating expense growth was higher than expected primarily due to repairs and ~~lease-up properties. For~~maintenance expenses resulting from the severe California rain storms and increased property-related legal and administrative expenses, leading to 10.2% same store NOI growth for the quarter ended September 30, 2017, consolidated rental income increased 3.0%, consolidated operating expenses (comprised of property and maintenance and real estate taxes and insurance) increased 1.8% and consolidated NOI increased 3.5% whenMarch 31, 2023 as compared to the ~~quarter ended September 30, 2016. The increase in NOI is primarily a result~~prior year period.

See the Same Store Results section below for additional discussion of ~~improved NOI from same store and lease-up properties.~~those results.

For the nine months ended September 30, 2017, fee and asset management revenues decreased approximately $2.8 million or 84.1% primarily as a result of lower revenue earned on management of the Company's military housing ventures at Joint Base Lewis McChord due to the sale of the Company's entire interest in the management contracts and related rights associated with these ventures in the second quarter of 2016.

Property management expenses include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any ~~third party~~third-party management companies. These expenses increased approximately $0.7 million or ~~1.1% and approximately $1.3 million or 6.9% for~~2.3% during the ~~nine months and quarters~~quarter ended ~~September 30, 2017, respectively,~~March 31, 2023 as compared to the prior year ~~periods. These increases are~~period. This increase is primarily attributable to increases in ~~education/~~payroll-related costs, travel costs, temporary help/contractors costs, employment expenses and legal and professional fees, partially offset by decreases in training/conference costs and ~~legal~~third-party management fees. ~~The Company anticipates that property management expenses will approximate $85.0 million for the year ending December 31, 2017.~~

General and administrative expenses, which include corporate operating expenses, decreased approximately ~~$7.0~~$1.1 million or ~~14.9% for~~6.2% during the ~~nine months~~quarter ended ~~September 30, 2017~~March 31, 2023 as compared to the prior year period, primarily due to ~~a decrease~~decreases in payroll-related costs, ~~in 2017 compared to 2016. General~~legal and administrative expenses increased approximately $0.2 million or 1.4% for the quarter ended September 30, 2017 compared to the prior year period, primarily due to an increase in payroll-related costs in 2017. The Company anticipates that generalprofessional fees and ~~administrative expenses will approximate $52.0 million for the year ending December 31, 2017, excluding charges~~training/conference costs.

Table of ~~approximately $0.4~~ ~~million related to the overlap of accounting costs for the Company's current and former executive compensation programs.~~Contents

Depreciation expense, which includes depreciation on non-real estate assets, ~~increased~~decreased approximately ~~$14.7~~$14.1 million or ~~2.8% and $4.9 million or 2.7% for~~6.1% during the ~~nine months and quarters~~quarter ended ~~September 30, 2017, respectively,~~March 31, 2023 as compared to the prior year ~~periods,~~period. This decrease is primarily due to in-place leases for 2021 and 2022 acquisitions being fully depreciated as ~~a result~~ of ~~additional depreciation expense on properties acquired in 2016~~December 31, 2022 and ~~2017 and development properties placed in service, partially offset by~~ lower depreciation from properties sold in ~~2016~~2022 and ~~2017.~~2023.

~~Interest and other income decreased~~Net gain on sales of real estate properties increased approximately ~~$59.4~~$100.3 million ~~or 91.2% and $1.6 million or 28.4% for the nine months and quarters ended September 30, 2017, respectively, compared to the prior year periods. The year to date decrease is primarily attributable~~ to the approximate $52.4 million gain from the sale of the Company's entire interest in the management contracts and related rights associated with the military housing ventures at Joint Base Lewis McChord during the ~~nine months~~quarter ended ~~September 30, 2016~~ which did not reoccur in 2017. The year to date and quarterly decreases are also a result of the sale of the Company’s 421-a real estate tax certificates during the third quarter of 2016 which did not reoccur in 2017. The Company anticipates that interest and other income will approximate $1.2 million for the year ending DecemberMarch 31, ~~2017, excluding certain non-comparable insurance/litigation settlement proceeds.~~

Other expenses decreased approximately $11.3 million or 78.2% and $9.4 million or 90.1% for the nine months and quarters ended September 30, 2017, respectively, compared to the prior year periods, primarily due to a decrease in litigation settlements in 20172023 as compared to 2016, as well as a decrease in annual transaction costs of approximately $1.5 million. In addition, the Company anticipates that substantially all of its transactions will now be accounted for as asset acquisitions, which means that transaction costs will largely be capitalized, as a result of its adoption of the new definition of a business standard effective January 1, 2017. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.

~~Interest expense, including amortization of deferred financing costs, decreased approximately $101.3 million or 25.6% for the nine months ended September 30, 2017~~ compared to the prior year period, primarily as a result of ~~$108.5 million~~the sale of seven consolidated apartment properties in ~~lower debt extinguishment costs in 2017~~the first quarter of 2023 as compared to ~~2016. The effective interest cost on all indebtedness for~~no consolidated property sales in the ~~nine months~~same period in 2022.

Interest and other income decreased approximately $2.0 million or 56.4% during the quarter ended ~~September 30, 2017 was 4.47%~~March 31, 2023 as compared to ~~4.69% for~~ the prior year period. The decrease is primarily due to a gain of $2.1 million on the sale of various investment securities that occurred during 2022 but not during 2023.

Other expenses increased approximately $5.9 million during the quarter ended March 31, 2023 as compared to the prior year period, primarily due to increases in litigation reserves and data transformation project costs that occurred during 2023 but not during 2022.

Interest expense, including amortization of deferred financing costs, ~~increased~~decreased approximately ~~$4.6~~$6.5 million or ~~5.2% for~~8.7% during the quarter ended ~~September 30, 2017~~March 31, 2023 as compared to the prior year period. The ~~increase~~decrease is primarily due to ~~a result of~~ lower ~~capitalized interest for the current period~~overall debt balances outstanding as compared to the prior ~~period.~~year period and higher capitalized interest. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the quarter ended ~~September 30, 2017~~March 31, 2023 was ~~4.35%~~3.86% as compared to ~~4.67%~~3.65% for the prior year period. The Company capitalized interest of approximately ~~$23.2~~$3.4 million and ~~$41.7 million during the nine months ended September 30, 2017 and 2016, respectively, and $6.6 million and $13.3~~$1.0 million during the quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, respectively.

Properties that the Company owned and were stabilized for all of both of the quarters ended March 31, 2023 and 2022 (the “First Quarter 2023 Same Store Properties”), which represented 76,952 apartment units, drove the Company’s results of operations. 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.

The ~~Company anticipates that interest expense from continuing operations, excluding debt extinguishment costs/prepayment penalties, will approximate $370.5 million to $374.7 million~~following table provides comparative total same store results and ~~capitalized interest will approximate $25.0 million to $27.0 million~~statistics for the ~~year ending December 31, 2017.~~First Quarter 2023 Same Store Properties:

~~Income and other tax expense decreased approximately $0.5 million or 40.3% and $0.2 million or 46.5%~~

Note: Same store revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the ~~nine months~~current and comparable periods.

The following table provides results and statistics related to our Residential same store operations for the quarters ended ~~September 30, 2017, respectively,~~March 31, 2023 and 2022:

Note: The above table reflects Residential same store results only. Residential operations account for approximately 96.2% of total revenues for the quarter ended March 31, 2023.

Despite geopolitical and economic uncertainties, demand to live in our apartment communities remained healthy, which our financial results reflected, as we continued to capture the gap between in-place rent levels and market rent levels. Demand for our apartments continues to support strong Physical Occupancy with pricing that is largely in-line with expectations. Key operating drivers for this performance during 2023 include:

In addition to these stronger fundamentals, the Company had better than expected payment and move-out activity related to delinquent residents, especially in Los Angeles, during the first quarter of 2023. This improved activity reduced bad debt, net and offset the decline in governmental rental assistance payments received on behalf of our residents in the first quarter of 2023 as compared to the prior year ~~periods, primarily~~period.

Overall, the fundamentals of our business remain strong. Long-term, we expect elevated single family home ownership costs, positive household formation trends and the overall deficit in housing across the country to buffer the impact on our business from the risks of potential economic weakness. We also see our affluent resident base as being more resilient to rising inflation due to ~~decreases~~higher levels of disposable income and lower relative rent-to-income ratios.

With approximately $2.5 billion in ~~various state~~readily available liquidity, a strong balance sheet, limited near-term maturities, very strong credit metrics and ~~local taxes~~ample access to capital markets, the Company believes it is well positioned to meet its future obligations and take advantage of opportunities. See further discussion below.

The following table sets forth our sources and uses of cash flows for the quarters ended March 31, 2023 and 2022 (amounts in thousands):

The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the quarter ended March 31, 2023.

Our operating cash flows are primarily impacted by NOI and its components, such as Average Rental Rates, Physical Occupancy levels and operating expenses related to ~~the Company's elevated disposition activity in 2016 vs. 2017. The Company anticipates that income and other tax expense will approximate $1.0 million~~our properties. Cash provided by operating activities for the ~~year ending December~~quarter ended March 31, ~~2017.~~

~~Income from investments in unconsolidated entities decreased approximately $8.0 million and $8.1 million for the nine months and quarters ended September 30, 2017, respectively,~~2023 as compared to the prior year ~~periods, primarily due to the gain on the sale of one unconsolidated apartment property in the prior year that did not occur in 2017.~~

~~Net gain on sales of real estate properties decreased~~period, increased by approximately ~~$3.7~~ ~~billion or 96.3%~~$25.2 million as a direct result of the ~~sale~~NOI and other changes discussed above in Results of 91 consolidated apartment properties (including the Starwood Portfolio) during the nine months ended September 30, 2016 as compared to only four consolidated apartment property sales during the nine months ended September 30, 2017, all of which did not meet the criteria for reporting discontinued operations. Net gain on sales of real estate properties decreased approximately $72.7 millionOperations.

Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend and ~~80.8% during~~capital expenditures. For the quarter ended ~~September 30, 2017 compared~~March 31, 2023, key drivers were:

Our financing cash flows primarily relate to ~~the sale of eight consolidated properties in the prior year. See Note 11 in the Notes~~our borrowing activity (debt proceeds or repayment), distributions/dividends to ~~Consolidated Financial Statements for further discussion.~~

Net gain on sales of land parcels increased approximately $3.4 million or 21.6% due to the gain on sale of one land parcel with a low basis during the nine months ended September 30, 2017 as compared to the gain on sales of four land parcels during the nine months ended September 30, 2016. Net gain on sales of land parcels decreased approximately $4.0 million duringshareholders/unitholders and other Common Share activity. For the quarter ended ~~September 30, 2017 as compared~~March 31, 2023, key drivers were:

The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Company’s revolving credit facility and commercial paper program. ~~Under normal operating conditions,~~Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.

Table of ~~January 1, 2017,~~Contents

The following table presents the ~~Company had approximately $77.2 million of~~Company’s balances for cash and cash equivalents, restricted deposits and the ~~amount~~ available borrowing capacity on its revolving credit facility ~~was $1.96 billion (net~~as of ~~$20.6 million which was restricted/dedicated to support letters of credit~~March 31, 2023 and ~~net of $20.0 million~~December 31, 2022 (amounts in principal outstanding on the commercial paper program). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Company's cash and cash equivalents balance at September 30, 2017 was approximately $46.6 million and the amount available on its revolving credit facility was $1.76 billion (net of $11.1 million which was restricted/dedicated to support letters of credit and net of $230.0 million in principal outstanding on the commercial paper program).thousands):

~~During the nine months ended September 30, 2017, the Company generated proceeds from various transactions, which included the following:~~

During the nine months ended September 30, 2017, the above proceeds along with net cash flow from operations and borrowings from the Company's revolving line of credit and commercial paper program were primarily utilized to:

~~On November 3, 2016, the~~The Company ~~replaced its existing~~has a $2.5 ~~billion facility with a $2.0~~ billion unsecured revolving credit facility maturing ~~January 10, 2022.~~October 26, 2027. The Company has the ability to increase available borrowings by an additional $750.0 million by adding ~~additional banks~~lenders to the facility, or obtaining the agreement of existing ~~banks~~lenders to increase their ~~commitments.~~commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be ~~LIBOR~~the Secured Overnight Financing Rate (“SOFR”) plus a spread (currently ~~0.825%~~0.725%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently ~~12.5 basis points)~~0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit ~~rating~~rating. See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of the ~~Company's long-term debt.~~Company’s credit facility.

~~On February 2, 2015, the Company entered into an unsecured commercial paper note program in the United States.~~ The

Company may borrow up to a maximum of ~~$500.0 million~~$1.0 billion under ~~this~~its commercial paper program subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the ~~Company's~~Company’s other unsecured senior indebtedness. As

The Company limits its utilization of ~~October 27, 2017, there was a balance of $440.0 million outstanding on the commercial paper program.~~

~~As of October 27, 2017, no amounts were outstanding and the amount available on~~ the revolving credit facility ~~was $1.55 billion (net of $6.6 million which was restricted/dedicated~~in order to maintain liquidity to support ~~letters of credit and net of $440.0 million in principal outstanding~~its $1.0 billion commercial paper program along with certain other obligations. The following table presents the availability on the ~~commercial paper program). This~~Company’s unsecured revolving credit facility ~~may, among other potential uses, be used~~as of April 21, 2023 (amounts in thousands):

The Company declared a dividend/distribution for the first quarter of 2023 of $0.6625 per share/unit, an annualized increase of 6.0% over the amount paid in 2022. All future dividends/distributions remain subject to ~~fund~~the discretion of the Company’s Board of Trustees.

Total dividends/distributions paid in April 2023 amounted to $258.8 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended March 31, 2023.

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions ~~costs for~~and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions. The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high. The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under ~~development~~its unsecured notes and ~~short-term liquidity requirements.~~line of credit. Of the $28.1 billion in investment in real estate on the Company’s balance sheet at March 31, 2023, $24.5 billion or 87.1% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise. For additional details, see Item 1A, Risk Factors of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.

~~Dividend Policy~~EQR issues equity and guarantees certain debt of the Operating Partnership from time to time. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.

The Company’s long-term financing and capital needs and sources have not changed materially from the information included in the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2022.

The Company’s and the Operating Partnership’s ~~dividend policy has~~critical accounting policies and estimates have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ Total distributions paid in October 2017 amounted to $192.6 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the third quarter ended September 30, 2017.2022.

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities through the issuance of secured and unsecured debt and equity securities, including additional OP Units, proceeds received from the disposition of certain properties and joint ventures and cash generated from operations after all distributions. In addition, the Company 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 ~~Company must maintain in order to comply with covenants under its unsecured notes, line of credit and commercial paper program.~~ ~~Of the $25.9 billion in investment in real estate on the Company’s balance sheet at September 30, 2017, $20.0 billion or 77.1%~~ ~~was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise.~~

~~EQR issues public equity from time to time and guarantees certain debt of the Operating Partnership. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.~~

~~The Company’s total debt summary and debt maturity schedules as of September 30, 2017 are as follows:~~

~~See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of debt at September 30, 2017.~~

ERPOP's long-term senior debt ratings and short-term commercial paper ratings as well as EQR's long-term preferred equity ratings, which all have a stable outlook, as of October 27, 2017 are as follows:

~~See Note 14 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to September 30, 2017.~~

The Company’s and the Operating Partnership’s capital expenditures policy has not changed from the information included in the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

~~For the nine months ended September 30, 2017, our actual capital expenditures to real estate included the following (amounts in thousands except for apartment unit and per apartment unit amounts):~~

The Company estimates that during 2017 it will spend approximately $2,500 per same store apartment unit or $176.0 million of total capital expenditures to real estate. During 2017, the Company expects to spend approximately $43.0 million for apartment unit rehab expenditures on same store properties at an average cost of approximately $13,000 per apartment unit rehabbed. The anticipated total capital expenditures to real estate amounts represent an increase as a percentage of rental revenues, in the cost per unit and in the absolute dollar amounts over 2016. We will continue to create value from our properties by doing those rehabs that meet our investment criteria. The above assumptions are based on current expectations and are forward-looking.

During the nine months ended September 30, 2017, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $0.8 million. The Company expects to fund approximately $0.6 million in total non-real estate capital additions for the remainder of 2017. These anticipated fundings represent a decrease over 2016, which is primarily driven by the substantial completion of the implementation of new systems during 2016. The above assumption is based on current expectations and is forward-looking.

~~Capital expenditures to real estate and non-real estate capital additions are generally funded from net cash provided by operating activities and from investment cash flow.~~

The Company 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 Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.

~~See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at September 30, 2017.~~

The Company has various unconsolidated interests in certain joint ventures. The Company does not believe that these unconsolidated investments have a materially different impact on its liquidity, cash flows, capital resources, credit or market risk than its consolidated operating and/or other activities. See Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in partially owned entities. See also Note 12 in the Notes to Consolidated Financial Statements for discussion regarding the Company’s development projects.

The Company’s contractual obligations for the next five years and thereafter have not changed materially from the amounts and disclosures included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016. See the updated debt maturity schedule included in Liquidity and Capital Resources for further discussion.

The Company’s and the Operating Partnership’s critical accounting policies and estimates have not changed materially from the information included in the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

The following is the 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 the ~~nine months and~~ quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016.~~2022:


Maryland (Equity Residential)		13-3675988 (Equity Residential)
Illinois (ERP Operating Limited Partnership)		36-3894853 (ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Two North Riverside Plaza, Chicago, Illinois60606		~~(312)~~ (312) 474-1300
(Address of principal executive offices) (Zip Code)		(~~Registrant's~~Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)	EQR	New York Stock Exchange
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership)	N/A	New York Stock Exchange


	PAGE

PART I.

~~PART I.~~

Item 1. Financial Statements of Equity Residential:

Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December31,~~2016~~ 2022	2

Consolidated Statements of Operations and Comprehensive Income for the ~~nine months and~~ quarters ended ~~September 30, 2017~~March 31, 2023 and~~2016~~ 2022	3 ~~to 4~~

Consolidated Statements of Cash Flows for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	5 ~~to 7~~

Consolidated ~~Statement~~Statements of Changes in Equity for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2023 and 2022	8 ~~to 9~~

Financial Statements of ERP Operating Limited ~~Partnership:~~Partnership:

Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December31,~~2016~~ 2022	10

Consolidated Statements of Operations and Comprehensive Income for the ~~nine months and~~ quarters ended ~~September 30, 2017~~March 31, 2023 and~~2016~~ 2022	11 to 12

Consolidated Statements of Cash Flows for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	13 to 15

Consolidated ~~Statement~~Statements of Changes in Capital for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2023 and 2022	16 ~~to 17~~

Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership	18 to 41

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~42 to 56~~34

Item 3. Quantitative and Qualitative Disclosures about Market Risk	5643

Item 4. Controls and Procedures	~~56 to 57~~43

PART II.

~~PART II.~~Item 1. Legal Proceedings	44

Item ~~1. Legal Proceedings~~1A. Risk Factors	5744

~~Item 1A. Risk Factors~~	57

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5744

Item 3. Defaults Upon Senior Securities	5744

Item 4. Mine Safety Disclosures	5744

Item 5. Other Information	5744

Item 6. Exhibits	57

	44


Equity Residential Yes☒ No ☐	ERP Operating Limited Partnership Yes☒ No ☐


Equity Residential Yes ☐ No ☒	ERP Operating Limited Partnership Yes ☐ No ☒


	September 30,			December 31,			March 31,			December 31,
	2017			2016			2023			2022
ASSETS
Investment in real estate
Land	$	5,985,004		$	5,899,862		$	5,559,883		$	5,580,878
Depreciable property		19,571,402			18,730,579			22,343,556			22,334,369
Projects under development		293,064			637,168			132,341			112,940
Land held for development		99,073			118,816			60,665			60,567
Investment in real estate		25,948,543			25,386,425			28,096,445			28,088,754
Accumulated depreciation		(5,849,110	)		(5,360,389	)		(9,207,194	)		(9,027,850	)
Investment in real estate, net		20,099,433			20,026,036			18,889,251			19,060,904
Investments in unconsolidated entities								292,279			279,024
Cash and cash equivalents		46,565			77,207			133,460			53,869
Investments in unconsolidated entities		59,029			60,141
Deposits – restricted		36,639			76,946
Escrow deposits – mortgage		10,972			64,935
Restricted deposits								85,625			83,303
Right-of-use assets								466,911			462,956
Other assets		445,195			398,883			235,000			278,206
Total assets	$	20,697,833		$	20,704,148		$	20,102,526		$	20,218,262

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	3,619,180		$	4,119,181		$	1,968,243		$	1,953,438
Notes, net		5,143,248			4,848,079			5,343,851			5,342,329
Line of credit and commercial paper		229,844			19,998			—			129,955
Accounts payable and accrued expenses		167,984			147,482			144,660			96,028
Accrued interest payable		72,811			60,946			49,776			66,310
Lease liabilities								314,854			308,748
Other liabilities		332,650			350,466			283,418			306,941
Security deposits		65,230			62,624			68,728			68,940
Distributions payable		192,569			192,296			258,992			244,621
Total liabilities		9,823,516			9,801,072			8,432,522			8,517,310

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership		380,541			442,092			323,551			318,273
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 745,600 shares issued and outstanding as of September 30, 2017 and December 31, 2016		37,280			37,280
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 367,462,480 shares issued and outstanding as of September 30, 2017 and 365,870,924 shares issued and outstanding as of December 31, 2016		3,675			3,659
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 745,600 shares issued and outstanding as of March 31, 2023 and December 31, 2022								37,280			37,280
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 378,898,221 shares issued and outstanding as of March 31, 2023 and 378,429,708 shares issued and outstanding as of December 31, 2022								3,789			3,784
Paid in capital		8,848,739			8,758,422			9,488,320			9,476,085
Retained earnings		1,464,249			1,543,626			1,619,131			1,658,837
Accumulated other comprehensive (loss)		(94,674	)		(113,909	)
Accumulated other comprehensive income (loss)								(11,232	)		(2,547	)
Total shareholders’ equity		10,259,269			10,229,078			11,137,288			11,173,439
Noncontrolling Interests:
Operating Partnership		228,332			221,297			211,718			209,961
Partially Owned Properties		6,175			10,609			(2,553	)		(721	)
Total Noncontrolling Interests		234,507			231,906			209,165			209,240
Total equity		10,493,776			10,460,984			11,346,453			11,382,679
Total liabilities and equity	$	20,697,833		$	20,704,148		$	20,102,526		$	20,218,262


		Nine Months Ended September 30,						Quarter Ended September 30,						Quarter Ended March 31,
		2017			2016			2017			2016			2023			2022
REVENUES
Rental income		$	1,840,170		$	1,816,960		$	623,951		$	605,856		$	705,088		$	653,348
Fee and asset management			532			3,351			171			218
Total revenues			1,840,702			1,820,311			624,122			606,074

EXPENSES
Property and maintenance			306,645			309,688			104,721			104,216			137,579			124,874
Real estate taxes and insurance			253,318			238,954			84,087			81,343			106,669			100,688
Property management			64,702			64,003			20,861			19,517			31,466			30,747
General and administrative			40,366			47,408			12,567			12,395			16,165			17,238
Depreciation			542,964			528,242			184,100			179,230			215,830			229,961
Total expenses			1,207,995			1,188,295			406,336			396,701			507,709			503,508

Net gain (loss) on sales of real estate properties															100,209			(102	)

Operating income			632,707			632,016			217,786			209,373			297,588			149,738

Interest and other income			5,708			65,092			3,945			5,509			1,538			3,528
Other expenses			(3,160	)		(14,480	)		(1,028	)		(10,420	)		(8,995	)		(3,056	)
Interest:
Expense incurred, net			(288,579	)		(386,316	)		(91,145	)		(86,352	)		(66,401	)		(72,792	)
Amortization of deferred financing costs			(6,447	)		(10,000	)		(2,064	)		(2,261	)		(1,979	)		(2,077	)
Income before income and other taxes, (loss) income from investments in unconsolidated entities, net gain on sales of real estate properties and land parcels and discontinued operations			340,229			286,312			127,494			115,849
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels															221,751			75,341
Income and other tax (expense) benefit			(710	)		(1,189	)		(228	)		(426	)		(298	)		(282	)
(Loss) income from investments in unconsolidated entities			(2,153	)		5,846			(398	)		7,750
Net gain on sales of real estate properties			141,761			3,870,871			17,328			90,036
Net gain on sales of land parcels			19,170			15,759			—			4,037
Income from continuing operations			498,297			4,177,599			144,196			217,246
Discontinued operations, net			—			124			—			246
Income (loss) from investments in unconsolidated entities															(1,382	)		(1,261	)
Net income			498,297			4,177,723			144,196			217,492			220,071			73,798
Net (income) attributable to Noncontrolling Interests:
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership			(17,931	)		(160,442	)		(5,166	)		(8,353	)		(7,059	)		(2,394	)
Partially Owned Properties			(2,354	)		(2,368	)		(801	)		(823	)		(977	)		(639	)
Net income attributable to controlling interests			478,012			4,014,913			138,229			208,316			212,035			70,765
Preferred distributions			(2,318	)		(2,318	)		(772	)		(773	)		(772	)		(772	)
Net income available to Common Shares		$	475,694		$	4,012,595		$	137,457		$	207,543		$	211,263		$	69,993

Earnings per share – basic:	Earnings per share – basic:
Income from continuing operations available to Common Shares		$	1.30		$	11.00		$	0.37		$	0.57
Net income available to Common Shares		$	1.30		$	11.00		$	0.37		$	0.57
Weighted average Common Shares outstanding			366,809			364,917			366,996			365,109
Earnings per share – diluted:
Income from continuing operations available to Common Shares		$	1.29		$	10.92		$	0.37		$	0.56
Net income available to Common Shares		$	1.29		$	10.92		$	0.37		$	0.56		$	0.56		$	0.19
Weighted average Common Shares outstanding			382,640			382,284			382,945			382,373			378,341			375,509

Distributions declared per Common Share outstanding		$	1.51125		$	12.51125		$	0.50375		$	3.50375
Earnings per share – diluted:
Net income available to Common Shares														$	0.56		$	0.19
Weighted average Common Shares outstanding															390,664			389,628


	Nine Months Ended			Quarter Ended March 31,
	September 30, 2017			2023			2022
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of year	$	37,280
Balance, beginning of period				$	37,280		$	37,280
Balance, end of period	$	37,280		$	37,280		$	37,280
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year	$	3,659
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of period				$	3,784		$	3,755
Conversion of OP Units into Common Shares		11			2			—
Exercise of share options		3			2			3
Employee Share Purchase Plan (ESPP)		1
Share-based employee compensation expense:
Restricted shares		1			1			2
Balance, end of period	$	3,675		$	3,789		$	3,760
PAID IN CAPITAL
Balance, beginning of year	$	8,758,422
Balance, beginning of period				$	9,476,085		$	9,121,122
Common Share Issuance:
Conversion of OP Units into Common Shares		14,706			3,671			174
Exercise of share options		12,964			8,110			14,341
Employee Share Purchase Plan (ESPP)		2,962			1,452			969
Share-based employee compensation expense:
Restricted shares		7,488			3,653			3,609
Share options		6,384			1,497			876
ESPP discount		586			260			171
Offering costs		(36	)		—			(114	)
Supplemental Executive Retirement Plan (SERP)		(594	)		491			(163	)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership		29,551			(5,946	)		939
Adjustment for Noncontrolling Interests ownership in Operating Partnership		16,306			(953	)		1,045
Balance, end of period	$	8,848,739		$	9,488,320		$	9,142,969
RETAINED EARNINGS
Balance, beginning of year	$	1,543,626
Balance, beginning of period				$	1,658,837		$	1,827,063
Net income attributable to controlling interests		478,012			212,035			70,765
Common Share distributions		(555,071	)		(250,969	)		(235,351	)
Preferred Share distributions		(2,318	)		(772	)		(772	)
Balance, end of period	$	1,464,249		$	1,619,131		$	1,661,705
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(113,909	)
Accumulated other comprehensive income – derivative instruments:
Unrealized holding gains arising during the period		5,216
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period				$	(2,547	)	$	(34,272	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period					(9,780	)		—
Losses reclassified into earnings from other comprehensive income		14,019			1,095			2,425
Balance, end of period	$	(94,674	)	$	(11,232	)	$	(31,847	)

DISTRIBUTIONS
Distributions declared per Common Share outstanding				$	0.6625		$	0.625

	Nine Months Ended
	September 30, 2017
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	10,609
Net income attributable to Noncontrolling Interests		2,354
Contributions by Noncontrolling Interests		125
Distributions to Noncontrolling Interests		(6,913	)
Balance, end of period	$	6,175

	2017
Balance at January 1,	$	442,092
Change in market value		(29,551	)
Change in carrying value		(32,000	)
Balance at September 30,	$	380,541

				Amounts in thousands
		Annual
	Call	Dividend per		September 30,		December 31,
	Date (1)	Share (2)		2017		2016
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; 745,600 shares issued and outstanding at September 30, 2017 and December 31, 2016	12/10/26	$	4.145	$	37,280	$	37,280
				$	37,280	$	37,280

	September 30, 2017			December 31, 2016
Land	$	5,985,004		$	5,899,862
Depreciable property:
Buildings and improvements		17,601,348			16,913,430
Furniture, fixtures and equipment		1,500,963			1,346,300
In-Place lease intangibles		469,091			470,849
Projects under development:
Land		61,047			115,876
Construction-in-progress		232,017			521,292
Land held for development:
Land		63,439			84,440
Construction-in-progress		35,634			34,376
Investment in real estate		25,948,543			25,386,425
Accumulated depreciation		(5,849,110	)		(5,360,389	)
Investment in real estate, net	$	20,099,433		$	20,026,036

Description	Balance Sheet Location	September 30, 2017			December 31, 2016
Assets
Ground lease intangibles – below market	Other Assets	$	191,918		$	178,251
Retail lease intangibles – above market	Other Assets		1,260			1,260
Lease intangible assets			193,178			179,511
Accumulated amortization			(21,305	)		(17,972	)
Lease intangible assets, net		$	171,873		$	161,539

Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities		5,270			5,270
Lease intangible liabilities			7,670			7,670
Accumulated amortization			(5,113	)		(4,509	)
Lease intangible liabilities, net		$	2,557		$	3,161

		Nine Months Ended						Quarter Ended
		September 30,						September 30,
Description	Income Statement Location	2017			2016			2017			2016
Ground lease intangible amortization	Property and Maintenance	$	(3,253	)	$	(3,241	)	$	(1,092	)	$	(1,080	)
Retail lease intangible amortization	Rental Income		524			675			80			222
Total amortization of above/below market lease intangibles		$	(2,729	)	$	(2,566	)	$	(1,012	)	$	(858	)

	Remaining
	2017			2018			2019			2020			2021			2022
Ground lease intangibles	$	(1,116	)	$	(4,463	)	$	(4,463	)	$	(4,463	)	$	(4,463	)	$	(4,463	)
Retail lease intangibles		16			71			71			71			71			27
Total	$	(1,100	)	$	(4,392	)	$	(4,392	)	$	(4,392	)	$	(4,392	)	$	(4,436	)

	Properties		Apartment Units		Purchase Price
Rental Properties – Consolidated (1)		4		947	$	468,050
Total		4		947	$	468,050

	Properties		Apartment Units		Sales Price
Rental Properties – Consolidated		4		1,024	$	319,700
Land Parcels (one)		—		—		33,450
Total		4		1,024	$	353,150

	Consolidated			Unconsolidated
	(VIE)			(Non-VIE)			(VIE) (1)			Total
Total properties		17			2			—			2
Total apartment units		3,215			945			—			945
Balance sheet information at 9/30/2017 (at 100%):
ASSETS
Investment in real estate	$	648,839		$	236,630		$	172,995		$	409,625
Accumulated depreciation		(226,607	)		(40,840	)		(48,670	)		(89,510	)
Investment in real estate, net		422,232			195,790			124,325			320,115
Cash and cash equivalents		22,914			7,194			139			7,333
Investments in unconsolidated entities		45,035			—			—			—
Deposits – restricted		385			258			—			258
Other assets		26,246			450			105			555
Total assets	$	516,812		$	203,692		$	124,569		$	328,261

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable, net (2)	$	302,037		$	145,424		$	—		$	145,424
Accounts payable & accrued expenses		2,975			2,644			150			2,794
Accrued interest payable		1,024			691			—			691
Other liabilities		453			308			27			335
Security deposits		2,037			488			—			488
Total liabilities		308,526			149,555			177			149,732
Noncontrolling Interests – Partially Owned Properties/Partners' equity		6,175			54,336			84,682			139,018
Company equity/General and Limited Partners' Capital		202,111			(199	)		39,710			39,511
Total equity/capital		208,286			54,137			124,392			178,529
Total liabilities and equity/capital	$	516,812		$	203,692		$	124,569		$	328,261

	September 30, 2017		December 31, 2016
Tax-deferred (1031) exchange proceeds	$	—	$	38,847
Restricted deposits on real estate investments		61		733
Resident security and utility deposits		35,667		37,007
Other		911		359
Totals	$	36,639	$	76,946

	September 30, 2017				December 31, 2016
	Estimated Fair Value (Level 2)		Carrying Value		Estimated Fair Value (Level 2)		Carrying Value
Mortgage notes payable, net	$	3,630,477	$	3,619,180	$	4,161,001	$	4,119,181
Unsecured debt, net		5,640,095		5,373,092		5,030,330		4,868,077
Total debt, net	$	9,270,572	$	8,992,272	$	9,191,331	$	8,987,258

	Fair Value Hedges (1)			Forward Starting Swaps (2)
Current Notional Balance	$	450,000		$	250,000
Lowest Interest Rate		2.375	%		2.1478	%
Highest Interest Rate		2.375	%		2.2895	%
Earliest Maturity Date		2019			2028
Latest Maturity Date		2019			2029

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	9/30/2017		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	444	$	—	$	444	$	—
Forward Starting Swaps	Other Assets		3,921		—		3,921		—
Supplemental Executive Retirement Plan	Other Assets		136,774		136,774		—		—
Total		$	141,139	$	136,774	$	4,365	$	—

Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	136,774	$	136,774	$	—	$	—
Total		$	136,774	$	136,774	$	—	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	380,541	$	—	$	380,541	$	—

September 30, 2017 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(1,413	)	Fixed rate debt	Interest expense	$	1,413
Total		$	(1,413	)			$	1,413

	Effective Portion						Ineffective Portion
September 30, 2017 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative		Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	5,216	Interest expense	$	(14,019	)	N/A	$	—
Total	$	5,216		$	(14,019	)		$	—

	Effective Portion							Ineffective Portion
September 30, 2016 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	(4,240	)	Interest expense	$	(37,262	)	N/A	$	—
Total	$	(4,240	)		$	(37,262	)		$	—

	Nine Months Ended			Quarter Ended
	September 30, 2016			September 30, 2016
REVENUES
Rental income	$	30,660		$	239
Total revenues		30,660			239
EXPENSES
Property and maintenance		7,839			(84	)
Real estate taxes and insurance		2,933			1
Property management		2			—
General and administrative		19			4
Total expenses		10,793			(79	)
Operating income		19,867			318
Interest and other income		21			10
Interest:
Expense incurred, net		(380	)		(6	)
Amortization of deferred financing costs		(707	)		—
Income and other tax (expense) benefit		(1	)		—
Net gain (loss) on sales of real estate properties		3,161,097			(103	)
Income from operations attributable to controlling interests – Operating Partnership		3,179,897			219
Income from operations attributable to Noncontrolling Interests – Operating Partnership		(122,146	)		(8	)
Income from operations attributable to controlling interests – Company	$	3,057,751		$	211

	Nine Months Ended September 30, 2017							Nine Months Ended September 30, 2016
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	296,345	$	83,927	$	212,418		$	285,463	$	83,459	$	202,004
Orange County		66,081		16,355		49,726			63,005		15,529		47,476
San Diego		66,052		17,386		48,666			63,171		16,884		46,287
Subtotal - Southern California		428,478		117,668		310,810			411,639		115,872		295,767

Washington DC		322,307		98,043		224,264			317,879		95,187		222,692
New York		345,656		126,226		219,430			345,434		120,390		225,044
San Francisco		283,654		69,053		214,601			277,666		68,246		209,420
Boston		170,545		47,538		123,007			168,118		47,308		120,810
Seattle		133,279		37,205		96,074			125,910		34,979		90,931
Other Markets		1,384		499		885			1,342		428		914
Total same store		1,685,303		496,232		1,189,071			1,647,988		482,410		1,165,578

Non-same store/other (2) (3)
Non-same store		144,975		53,367		91,608			78,287		29,173		49,114
Other (3)		9,892		10,364		(472	)		90,685		37,059		53,626
Total non-same store/other		154,867		63,731		91,136			168,972		66,232		102,740

Totals	$	1,840,170	$	559,963	$	1,280,207		$	1,816,960	$	548,642	$	1,268,318

	Quarter Ended September 30, 2017							Quarter Ended September 30, 2016
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	102,566	$	27,768	$	74,798		$	98,542	$	29,362	$	69,180
Orange County		22,427		5,500		16,927			21,455		5,362		16,093
San Diego		22,432		5,867		16,565			21,516		5,740		15,776
Subtotal - Southern California		147,425		39,135		108,290			141,513		40,464		101,049

New York		125,351		46,219		79,132			124,709		44,223		80,486
Washington DC		108,763		33,459		75,304			107,340		32,817		74,523
San Francisco		98,805		24,875		73,930			97,259		24,487		72,772
Boston		57,071		16,351		40,720			56,368		16,399		39,969
Seattle		49,268		13,647		35,621			46,948		12,493		34,455
Other Markets		459		158		301			457		136		321
Total same store		587,142		173,844		413,298			574,594		171,019		403,575

Non-same store/other (2) (3)
Non-same store		33,974		10,371		23,603			14,128		6,120		8,008
Other (3)		2,835		4,593		(1,758	)		17,134		8,420		8,714
Total non-same store/other		36,809		14,964		21,845			31,262		14,540		16,722

Totals	$	623,951	$	188,808	$	435,143		$	605,856	$	185,559	$	420,297

	Nine Months Ended September 30,
	Total Assets		Capital Expenditures
Same store (1)
Los Angeles	$	2,620,672	$	18,952
Orange County		330,580		6,671
San Diego		425,241		3,776
Subtotal - Southern California		3,376,493		29,399

Washington DC		3,836,992		26,308
New York		4,181,890		23,547
San Francisco		2,480,069		25,896
Boston		1,670,467		18,906
Seattle		1,172,356		15,499
Other Markets		12,778		83
Total same store		16,731,045		139,638

Non-same store/other (2) (3)
Non-same store		3,080,697		3,206
Other (3)		886,091		414
Total non-same store/other		3,966,788		3,620

Totals	$	20,697,833	$	143,258


	2023			2022
Common Shares
Common Shares outstanding at January 1,		378,429,708			375,527,195
Common Shares Issued:
Conversion of OP Units		144,567			6,756
Exercise of share options		173,249			269,665
Employee Share Purchase Plan (ESPP)		27,393			13,374
Restricted share grants, net		123,304			157,080
Common Shares outstanding at March 31,		378,898,221			375,974,070
Units
Units outstanding at January 1,		12,429,737			12,659,027
Restricted unit grants, net		229,913			220,333
Conversion of OP Units to Common Shares		(144,567	)		(6,756	)
Units outstanding at March 31,		12,515,083			12,872,604
Total Common Shares and Units outstanding at March 31,		391,413,304			388,846,674
Units Ownership Interest in Operating Partnership		3.2	%		3.3	%


	2023			2022
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,		390,859,445			388,186,222
Issued to General Partner:
Exercise of EQR share options		173,249			269,665
EQR’s Employee Share Purchase Plan (ESPP)		27,393			13,374
EQR’s restricted share grants, net		123,304			157,080
Issued to Limited Partners:
Restricted unit grants, net		229,913			220,333
General and Limited Partner Units outstanding at March 31,		391,413,304			388,846,674
Limited Partner Units
Limited Partner Units outstanding at January 1,		12,429,737			12,659,027
Limited Partner restricted unit grants, net		229,913			220,333
Conversion of Limited Partner OP Units to EQR Common Shares		(144,567	)		(6,756	)
Limited Partner Units outstanding at March 31,		12,515,083			12,872,604
Limited Partner Units Ownership Interest in Operating Partnership		3.2	%		3.3	%


	March 31, 2023			December 31, 2022
Land	$	5,559,883		$	5,580,878
Depreciable property:
Buildings and improvements		19,444,618			19,471,503
Furniture, fixtures and equipment		2,388,137			2,352,050
In-Place lease intangibles		510,801			510,816
Projects under development:
Land		3,201			3,201
Construction-in-progress		129,140			109,739
Land held for development:
Land		46,160			46,160
Construction-in-progress		14,505			14,407
Investment in real estate		28,096,445			28,088,754
Accumulated depreciation		(9,207,194	)		(9,027,850	)
Investment in real estate, net	$	18,889,251		$	19,060,904


	March 31, 2023		December 31, 2022
Consolidated Assets	$	685,218	$	691,880
Consolidated Liabilities	$	169,122	$	158,932

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