UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~March 31,~~June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 1-12252 (Equity Residential)

Commission File Number: 0-24920 (ERP Operating Limited Partnership)

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

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, Illinois 60606		(312) 474-1300
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

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

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

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.


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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).


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

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.

Equity Residential:

ERP Operating Limited Partnership:

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.


Equity Residential ☐	ERP Operating Limited Partnership ☐

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


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

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on ~~April~~July 22, 2022 was ~~376,041,849.~~376,118,260.

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EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended ~~March 31,~~June 30, 2022 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:

EQR is the general partner of, and as of ~~March 31,~~June 30, 2022 owned an approximate 96.7% ownership interest in, ERPOP. The remaining 3.3% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of 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 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:

•

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

•

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

•

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

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The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR’s primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to 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 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 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 business. These sources include the Operating 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 partnership interests, and proceeds received from disposition of certain properties and joint venture interests.

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

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

This report also includes separate Part I, Item 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.

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TABLE OF CONTENTS

	PAGE

PART I.

Item 1. Financial Statements of Equity Residential:

Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021	2

Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021	3

Consolidated Statements of Cash Flows for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021	5

Consolidated Statements of Changes in Equity for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021	8

Financial Statements of ERP Operating Limited Partnership:

Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021	10

Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021	11

Consolidated Statements of Cash Flows for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021	13

Consolidated Statements of Changes in Capital for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021	16

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3536

Item 3. Quantitative and Qualitative Disclosures about Market Risk	4547

Item 4. Controls and Procedures	4547

PART II.

Item 1. Legal Proceedings	4648

Item 1A. Risk Factors	4648

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4648

Item 3. Defaults Upon Senior Securities	4648

Item 4. Mine Safety Disclosures	4648

Item 5. Other Information	4648

Item 6. Exhibits	4648

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EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

	March 31,			December 31,			June 30,			December 31,
	2022			2021			2022			2021
ASSETS
Land	$	5,836,951		$	5,814,790		$	5,733,412		$	5,814,790
Depreciable property		22,496,307			22,370,811			22,443,313			22,370,811
Projects under development		36,718			24,307			65,161			24,307
Land held for development		66,980			62,998			59,573			62,998
Investment in real estate		28,436,956			28,272,906			28,301,459			28,272,906
Accumulated depreciation		(8,578,131	)		(8,354,282	)		(8,740,806	)		(8,354,282	)
Investment in real estate, net		19,858,825			19,918,624			19,560,653			19,918,624
Investments in unconsolidated entities		150,092			127,448			169,272			127,448
Cash and cash equivalents		41,140			123,832			45,010			123,832
Restricted deposits		70,560			236,404			73,641			236,404
Right-of-use assets		471,667			474,713			468,834			474,713
Other assets		237,953			288,220			256,935			288,220
Total assets	$	20,830,237		$	21,169,241		$	20,574,345		$	21,169,241

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,193,199		$	2,191,201		$	1,944,404		$	2,191,201
Notes, net		5,836,957			5,835,222			5,838,693			5,835,222
Line of credit and commercial paper		129,995			315,030			184,946			315,030
Accounts payable and accrued expenses		157,681			107,013			119,402			107,013
Accrued interest payable		56,876			69,510			69,037			69,510
Lease liabilities		311,293			312,335			310,513			312,335
Other liabilities		303,654			353,102			292,205			353,102
Security deposits		67,515			66,141			69,609			66,141
Distributions payable		242,574			233,502			242,667			233,502
Total liabilities		9,299,744			9,483,056			9,071,476			9,483,056

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership		495,760			498,977			398,188			498,977
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 March 31, 2022 and December 31, 2021		37,280			37,280
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 375,974,070 shares issued and outstanding as of March 31, 2022 and 375,527,195 shares issued and outstanding as of December 31, 2021		3,760			3,755
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 745,600 shares issued and outstanding as of June 30, 2022 and December 31, 2021								37,280			37,280
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 376,118,433 shares issued and outstanding as of June 30, 2022 and 375,527,195 shares issued and outstanding as of December 31, 2021								3,761			3,755
Paid in capital		9,142,969			9,121,122			9,229,738			9,121,122
Retained earnings		1,661,705		��	1,827,063			1,649,960			1,827,063
Accumulated other comprehensive income (loss)		(31,847	)		(34,272	)		(30,650	)		(34,272	)
Total shareholders’ equity		10,813,867			10,954,948			10,890,089			10,954,948
Noncontrolling Interests:
Operating Partnership		217,451			214,094			216,326			214,094
Partially Owned Properties		3,415			18,166			(1,734	)		18,166
Total Noncontrolling Interests		220,866			232,260			214,592			232,260
Total equity		11,034,733			11,187,208			11,104,681			11,187,208
Total liabilities and equity	$	20,830,237		$	21,169,241		$	20,574,345		$	21,169,241

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
REVENUES
Rental income	$	653,348		$	597,602		$	1,340,378		$	1,195,661		$	687,030		$	598,059

EXPENSES
Property and maintenance		124,874			117,054			241,229			224,800			116,355			107,746
Real estate taxes and insurance		100,688			103,470			202,538			200,871			101,850			97,401
Property management		30,747			26,130			57,306			50,585			26,559			24,455
General and administrative		17,238			15,383			33,661			30,061			16,423			14,678
Depreciation		229,961			199,962			453,767			400,635			223,806			200,673
Total expenses		503,508			461,999			988,501			906,952			484,993			444,953

Net gain (loss) on sales of real estate properties		(102	)		(43	)		107,795			223,695			107,897			223,738

Operating income		149,738			135,560			459,672			512,404			309,934			376,844

Interest and other income		3,528			216			4,124			24,320			596			24,104
Other expenses		(3,056	)		(4,110	)		(5,436	)		(7,452	)		(2,380	)		(3,342	)
Interest:
Expense incurred, net		(72,792	)		(67,358	)		(144,681	)		(134,482	)		(71,889	)		(67,124	)
Amortization of deferred financing costs		(2,077	)		(2,185	)		(4,201	)		(4,124	)		(2,124	)		(1,939	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels		75,341			62,123			309,478			390,666			234,137			328,543
Income and other tax (expense) benefit		(282	)		(153	)		(573	)		(395	)		(291	)		(242	)
Income (loss) from investments in unconsolidated entities		(1,261	)		(1,611	)		(2,429	)		(1,872	)		(1,168	)		(261	)
Net gain (loss) on sales of land parcels		—			5			—			5			—			—
Net income		73,798			60,364			306,476			388,404			232,678			328,040
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership		(2,394	)		(2,143	)		(10,027	)		(13,056	)		(7,633	)		(10,913	)
Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Net income attributable to controlling interests		70,765			57,539			294,866			373,925			224,101			316,386
Preferred distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Net income available to Common Shares	$	69,993		$	56,766		$	293,321		$	372,380		$	223,328		$	315,614

Earnings per share – basic:
Net income available to Common Shares	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Weighted average Common Shares outstanding		375,509			372,280			375,640			373,050			375,769			373,812

Earnings per share – diluted:
Net income available to Common Shares	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Weighted average Common Shares outstanding		389,628			386,916			389,463			387,367			389,363			387,820

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Comprehensive income:
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period								(1,259	)		—			(1,259	)		—
Losses reclassified into earnings from other comprehensive income		2,425			2,303			4,881			4,637			2,456			2,334
Other comprehensive income (loss)		2,425			2,303			3,622			4,637			1,197			2,334
Comprehensive income		76,223			62,667			310,098			393,041			233,875			330,374
Comprehensive (income) attributable to Noncontrolling Interests		(3,113	)		(2,909	)		(11,730	)		(14,641	)		(8,617	)		(11,732	)
Comprehensive income attributable to controlling interests	$	73,110		$	59,758		$	298,368		$	378,400		$	225,258		$	318,642

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	73,798		$	60,364		$	306,476		$	388,404
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		229,961			199,962			453,767			400,635
Amortization of deferred financing costs		2,077			2,185			4,201			4,124
Amortization of above/below market lease intangibles		—			(18	)		—			(154	)
Amortization of discounts and premiums on debt		1,358			1,294			2,891			2,593
Amortization of deferred settlements on derivative instruments		2,422			2,301			4,875			4,631
Amortization of right-of-use assets		3,046			2,980			6,103			7,308
Write-off of pursuit costs		1,463			1,331			2,515			2,647
(Income) loss from investments in unconsolidated entities		1,261			1,611			2,429			1,872
Distributions from unconsolidated entities – return on capital		79			—			164			—
Net (gain) loss on sales of real estate properties		102			43			(107,795	)		(223,695	)
Net (gain) loss on sales of land parcels		—			(5	)		—			(5	)
Realized (gain) loss on sale of investment securities		(2,066	)		133			(2,064	)		(23,432	)
Compensation paid with Company Common Shares		9,203			8,678			18,600			16,077
Changes in assets and liabilities:
(Increase) decrease in other assets		30,174			20,746			(2,096	)		(4,462	)
Increase (decrease) in accounts payable and accrued expenses		54,553			59,116			22,615			6,514
Increase (decrease) in accrued interest payable		(12,634	)		(10,407	)		(473	)		(82	)
Increase (decrease) in lease liabilities		(902	)		(868	)		(817	)		(3,211	)
Increase (decrease) in other liabilities		(27,213	)		(3,852	)		(23,985	)		(5,387	)
Increase (decrease) in security deposits		1,374			459			3,468			1,748
Net cash provided by operating activities		368,056			346,053			690,874			576,125
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(113,046	)		—			(113,046	)		(281,426	)
Investment in real estate – development/other		(24,255	)		(64,599	)		(55,491	)		(125,156	)
Capital expenditures to real estate		(35,285	)		(28,679	)		(83,304	)		(66,443	)
Non-real estate capital additions		(971	)		(589	)		(981	)		(1,042	)
Interest capitalized for real estate and unconsolidated entities under development		(1,017	)		(3,769	)		(2,267	)		(8,176	)
Investments in unconsolidated entities – other		(24,897	)		(2,378	)
Proceeds from disposition of real estate, net								255,922			406,922
Investments in unconsolidated entities – development/other								(48,577	)		(4,491	)
Distributions from unconsolidated entities – return of capital		9			4			9			4
Purchase of investment securities and other investments		(1,009	)		(26,335	)		(1,034	)		(166,945	)
Proceeds from sale of investment securities		3,434			—			3,434			191,398
Net cash provided by (used for) investing activities		(197,037	)		(126,345	)		(45,335	)		(55,355	)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(318	)	$	(228	)	$	(362	)
Mortgage notes payable, net:
Proceeds		2,689			37,492			14,586			47,759
Lump sum payoffs		—			(59,880	)		(260,874	)		(59,880	)
Scheduled principal repayments		(1,933	)		(1,871	)		(2,985	)		(3,713	)
Line of credit and commercial paper:
Commercial paper proceeds		1,424,086			1,184,923			2,836,037			2,819,940
Commercial paper repayments		(1,609,121	)		(1,170,000	)		(2,966,121	)		(2,603,000	)
Finance ground lease principal payments		(140	)		(116	)		(1,229	)		(232	)
Proceeds from Employee Share Purchase Plan (ESPP)		969			1,731			2,378			2,667
Proceeds from exercise of options		14,344			22,882			18,928			39,623
Payment of offering costs		(114	)		—			(487	)		—
Other financing activities, net								(31	)		(31	)
Acquisition of Noncontrolling Interests – Partially Owned Properties								(32,178	)		—
Contributions – Noncontrolling Interests – Partially Owned Properties		446			—			603			—
Contributions – Noncontrolling Interests – Operating Partnership		1			—			1			—
Distributions:
Common Shares		(226,639	)		(224,308	)		(461,605	)		(448,983	)
Preferred Shares		(772	)		(773	)		(1,545	)		(1,545	)
Noncontrolling Interests – Operating Partnership		(7,535	)		(8,479	)		(15,142	)		(16,540	)
Noncontrolling Interests – Partially Owned Properties		(15,836	)		(2,883	)		(17,232	)		(3,700	)
Net cash provided by (used for) financing activities		(419,555	)		(221,600	)		(887,124	)		(227,997	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(248,536	)		(1,892	)		(241,585	)		292,773
Cash and cash equivalents and restricted deposits, beginning of period		360,236			99,728			360,236			99,728
Cash and cash equivalents and restricted deposits, end of period	$	111,700		$	97,836		$	118,651		$	392,501

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	41,140		$	35,453		$	45,010		$	39,492
Restricted deposits		70,560			62,383			73,641			353,009
Total cash and cash equivalents and restricted deposits, end of period	$	111,700		$	97,836		$	118,651		$	392,501

See accompanying notes

Table of Contents

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	81,391		$	74,058		$	136,787		$	126,742
Net cash paid (received) for income and other taxes	$	350		$	752		$	687		$	888
Amortization of deferred financing costs:
Investment in real estate, net	$	(127	)	$	(60	)	$	(253	)	$	(100	)
Other assets	$	585		$	585		$	1,170		$	1,169
Mortgage notes payable, net	$	557		$	703		$	1,159		$	1,139
Notes, net	$	1,062		$	957		$	2,125		$	1,916
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	685		$	684		$	1,545		$	1,374
Notes, net	$	673		$	610		$	1,346		$	1,219
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(3	)	$	(2	)	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	2,425		$	2,303		$	4,881		$	4,637
Write-off of pursuit costs:
Investment in real estate, net	$	375		$	1,209		$	761		$	2,314
Investments in unconsolidated entities	$	1,070		$	—		$	1,637		$	—
Other assets	$	18		$	114		$	117		$	317
Accounts payable and accrued expenses	$	—		$	8		$	—		$	16
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	946		$	1,282		$	1,797		$	1,216
Other liabilities	$	315		$	329		$	632		$	656
Realized/unrealized (gain) loss on derivative instruments:
Other liabilities							$	1,259		$	—
Accumulated other comprehensive income							$	(1,259	)	$	—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(307	)	$	(3,769	)	$	(675	)	$	(8,176	)
Investments in unconsolidated entities	$	(710	)	$	—		$	(1,592	)	$	—
Investments in unconsolidated entities – other:
Investments in unconsolidated entities	$	(24,897	)	$	(1,778	)	$	(47,887	)	$	(3,231	)
Other liabilities	$	—		$	(600	)	$	(690	)	$	(1,260	)
Debt financing costs:
Other assets							$	—		$	(44	)
Mortgage notes payable, net	$	—		$	(318	)	$	(228	)	$	(318	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	—		$	11,308		$	(224	)	$	11,308
Lease liabilities	$	—		$	(11,308	)	$	224		$	(11,308	)
Non-cash share distribution from unconsolidated entities:
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	859		$	—		$	4,048		$	1,429
Other assets	$	(859	)	$	—		$	(4,048	)	$	(1,429	)

See accompanying notes

Table of Contents

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of period	$	37,280		$	37,280		$	37,280		$	37,280		$	37,280		$	37,280
Balance, end of period	$	37,280		$	37,280		$	37,280		$	37,280		$	37,280		$	37,280
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of period	$	3,755		$	3,723		$	3,755		$	3,723		$	3,760		$	3,729
Conversion of OP Units into Common Shares								—			11			—			11
Exercise of share options		3			5			4			8			1			3
Employee Share Purchase Plan (ESPP)								—			1			—			1
Share-based employee compensation expense:
Restricted shares		2			1			2			1			—			—
Balance, end of period	$	3,760		$	3,729		$	3,761		$	3,744		$	3,761		$	3,744
PAID IN CAPITAL
Balance, beginning of period	$	9,121,122		$	9,128,599		$	9,121,122		$	9,128,599		$	9,142,969		$	9,083,346
Common Share Issuance:
Conversion of OP Units into Common Shares		174			—			1,484			66,649			1,310			66,649
Exercise of share options		14,341			22,877			18,924			39,615			4,583			16,738
Employee Share Purchase Plan (ESPP)		969			1,731			2,378			2,666			1,409			935
Share-based employee compensation expense:
Restricted shares		3,609			2,273			7,359			4,813			3,750			2,540
Share options		876			988			1,390			1,976			514			988
ESPP discount		171			444			420			633			249			189
Offering costs		(114	)		—			(487	)		—			(373	)		—
Supplemental Executive Retirement Plan (SERP)		(163	)		(1,229	)		(269	)		(2,057	)		(106	)		(828	)
Acquisition of Noncontrolling Interests – Partially Owned Properties								(27,355	)		—			(27,355	)		—
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership		939			(72,956	)		98,140			(101,966	)		97,201			(29,010	)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		1,045			619			6,632			(30,807	)		5,587			(31,426	)
Balance, end of period	$	9,142,969		$	9,083,346		$	9,229,738		$	9,110,121		$	9,229,738		$	9,110,121
RETAINED EARNINGS
Balance, beginning of period	$	1,827,063		$	1,399,715		$	1,827,063		$	1,399,715		$	1,661,705		$	1,231,808
Net income attributable to controlling interests		70,765			57,539			294,866			373,925			224,101			316,386
Common Share distributions		(235,351	)		(224,673	)		(470,424	)		(450,220	)		(235,073	)		(225,547	)
Preferred Share distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Balance, end of period	$	1,661,705		$	1,231,808		$	1,649,960		$	1,321,875		$	1,649,960		$	1,321,875
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	(34,272	)	$	(43,666	)	$	(34,272	)	$	(43,666	)	$	(31,847	)	$	(41,363	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period								(1,259	)		—			(1,259	)		—
Losses reclassified into earnings from other comprehensive income		2,425			2,303			4,881			4,637			2,456			2,334
Balance, end of period	$	(31,847	)	$	(41,363	)	$	(30,650	)	$	(39,029	)	$	(30,650	)	$	(39,029	)

DISTRIBUTIONS
Distributions declared per Common Share outstanding	$	0.625		$	0.6025		$	1.25		$	1.205		$	0.625		$	0.6025

See accompanying notes

Table of Contents

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of period	$	214,094		$	233,162		$	214,094		$	233,162		$	217,451		$	234,969
Issuance of restricted units to Noncontrolling Interests		1			—			1			—			—			—
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner		(174	)		—			(1,484	)		(66,660	)		(1,310	)		(66,660	)
Equity compensation associated with Noncontrolling Interests		7,798			6,488			13,159			10,531			5,361			4,043
Net income attributable to Noncontrolling Interests		2,394			2,143			10,027			13,056			7,633			10,913
Distributions to Noncontrolling Interests		(7,895	)		(8,589	)		(15,488	)		(15,999	)		(7,593	)		(7,410	)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership		2,278			2,384			2,649			794			371			(1,590	)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		(1,045	)		(619	)		(6,632	)		30,807			(5,587	)		31,426
Balance, end of period	$	217,451		$	234,969		$	216,326		$	205,691		$	216,326		$	205,691
PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	18,166		$	4,673		$	18,166		$	4,673		$	3,415		$	2,472
Net income attributable to Noncontrolling Interests		639			682			1,583			1,423			944			741
Contributions by Noncontrolling Interests		446			—			603			—			157			—
Distributions to Noncontrolling Interests		(15,836	)		(2,883	)		(17,263	)		(3,731	)		(1,427	)		(848	)
Acquisition of Noncontrolling Interests – Partially Owned Properties								(4,823	)		—			(4,823	)		—
Balance, end of period	$	3,415		$	2,472		$	(1,734	)	$	2,365		$	(1,734	)	$	2,365

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	March 31,			December 31,			June 30,			December 31,
	2022			2021			2022			2021
ASSETS
Land	$	5,836,951		$	5,814,790		$	5,733,412		$	5,814,790
Depreciable property		22,496,307			22,370,811			22,443,313			22,370,811
Projects under development		36,718			24,307			65,161			24,307
Land held for development		66,980			62,998			59,573			62,998
Investment in real estate		28,436,956			28,272,906			28,301,459			28,272,906
Accumulated depreciation		(8,578,131	)		(8,354,282	)		(8,740,806	)		(8,354,282	)
Investment in real estate, net		19,858,825			19,918,624			19,560,653			19,918,624
Investments in unconsolidated entities		150,092			127,448			169,272			127,448
Cash and cash equivalents		41,140			123,832			45,010			123,832
Restricted deposits		70,560			236,404			73,641			236,404
Right-of-use assets		471,667			474,713			468,834			474,713
Other assets		237,953			288,220			256,935			288,220
Total assets	$	20,830,237		$	21,169,241		$	20,574,345		$	21,169,241

LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net	$	2,193,199		$	2,191,201		$	1,944,404		$	2,191,201
Notes, net		5,836,957			5,835,222			5,838,693			5,835,222
Line of credit and commercial paper		129,995			315,030			184,946			315,030
Accounts payable and accrued expenses		157,681			107,013			119,402			107,013
Accrued interest payable		56,876			69,510			69,037			69,510
Lease liabilities		311,293			312,335			310,513			312,335
Other liabilities		303,654			353,102			292,205			353,102
Security deposits		67,515			66,141			69,609			66,141
Distributions payable		242,574			233,502			242,667			233,502
Total liabilities		9,299,744			9,483,056			9,071,476			9,483,056

Commitments and contingencies

Redeemable Limited Partners		495,760			498,977			398,188			498,977
Capital:
Partners’ Capital:
Preference Units		37,280			37,280			37,280			37,280
General Partner		10,808,434			10,951,940			10,883,459			10,951,940
Limited Partners		217,451			214,094			216,326			214,094
Accumulated other comprehensive income (loss)		(31,847	)		(34,272	)		(30,650	)		(34,272	)
Total partners’ capital		11,031,318			11,169,042			11,106,415			11,169,042
Noncontrolling Interests – Partially Owned Properties		3,415			18,166			(1,734	)		18,166
Total capital		11,034,733			11,187,208			11,104,681			11,187,208
Total liabilities and capital	$	20,830,237		$	21,169,241		$	20,574,345		$	21,169,241

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
REVENUES
Rental income	$	653,348		$	597,602		$	1,340,378		$	1,195,661		$	687,030		$	598,059

EXPENSES
Property and maintenance		124,874			117,054			241,229			224,800			116,355			107,746
Real estate taxes and insurance		100,688			103,470			202,538			200,871			101,850			97,401
Property management		30,747			26,130			57,306			50,585			26,559			24,455
General and administrative		17,238			15,383			33,661			30,061			16,423			14,678
Depreciation		229,961			199,962			453,767			400,635			223,806			200,673
Total expenses		503,508			461,999			988,501			906,952			484,993			444,953

Net gain (loss) on sales of real estate properties		(102	)		(43	)		107,795			223,695			107,897			223,738

Operating income		149,738			135,560			459,672			512,404			309,934			376,844

Interest and other income		3,528			216			4,124			24,320			596			24,104
Other expenses		(3,056	)		(4,110	)		(5,436	)		(7,452	)		(2,380	)		(3,342	)
Interest:
Expense incurred, net		(72,792	)		(67,358	)		(144,681	)		(134,482	)		(71,889	)		(67,124	)
Amortization of deferred financing costs		(2,077	)		(2,185	)		(4,201	)		(4,124	)		(2,124	)		(1,939	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels		75,341			62,123			309,478			390,666			234,137			328,543
Income and other tax (expense) benefit		(282	)		(153	)		(573	)		(395	)		(291	)		(242	)
Income (loss) from investments in unconsolidated entities		(1,261	)		(1,611	)		(2,429	)		(1,872	)		(1,168	)		(261	)
Net gain (loss) on sales of land parcels		—			5			—			5			—			—
Net income		73,798			60,364			306,476			388,404			232,678			328,040
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Net income attributable to controlling interests	$	73,159		$	59,682		$	304,893		$	386,981		$	231,734		$	327,299
ALLOCATION OF NET INCOME:
Preference Units	$	772		$	773		$	1,545		$	1,545		$	773		$	772

General Partner	$	69,993		$	56,766		$	293,321		$	372,380		$	223,328		$	315,614
Limited Partners		2,394			2,143			10,027			13,056			7,633			10,913
Net income available to Units	$	72,387		$	58,909		$	303,348		$	385,436		$	230,961		$	326,527

Earnings per Unit – basic:
Net income available to Units	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Weighted average Units outstanding		387,397			385,330			387,531			385,594			387,664			385,856

Earnings per Unit – diluted:
Net income available to Units	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Weighted average Units outstanding		389,628			386,916			389,463			387,367			389,363			387,820

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Comprehensive income:
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period								(1,259	)		—			(1,259	)		—
Losses reclassified into earnings from other comprehensive income		2,425			2,303			4,881			4,637			2,456			2,334
Other comprehensive income (loss)		2,425			2,303			3,622			4,637			1,197			2,334
Comprehensive income		76,223			62,667			310,098			393,041			233,875			330,374
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Comprehensive income attributable to controlling interests	$	75,584		$	61,985		$	308,515		$	391,618		$	232,931		$	329,633

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	73,798		$	60,364		$	306,476		$	388,404
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		229,961			199,962			453,767			400,635
Amortization of deferred financing costs		2,077			2,185			4,201			4,124
Amortization of above/below market lease intangibles		—			(18	)		—			(154	)
Amortization of discounts and premiums on debt		1,358			1,294			2,891			2,593
Amortization of deferred settlements on derivative instruments		2,422			2,301			4,875			4,631
Amortization of right-of-use assets		3,046			2,980			6,103			7,308
Write-off of pursuit costs		1,463			1,331			2,515			2,647
(Income) loss from investments in unconsolidated entities		1,261			1,611			2,429			1,872
Distributions from unconsolidated entities – return on capital		79			—			164			—
Net (gain) loss on sales of real estate properties		102			43			(107,795	)		(223,695	)
Net (gain) loss on sales of land parcels		—			(5	)		—			(5	)
Realized (gain) loss on sale of investment securities		(2,066	)		133			(2,064	)		(23,432	)
Compensation paid with Company Common Shares		9,203			8,678			18,600			16,077
Changes in assets and liabilities:
(Increase) decrease in other assets		30,174			20,746			(2,096	)		(4,462	)
Increase (decrease) in accounts payable and accrued expenses		54,553			59,116			22,615			6,514
Increase (decrease) in accrued interest payable		(12,634	)		(10,407	)		(473	)		(82	)
Increase (decrease) in lease liabilities		(902	)		(868	)		(817	)		(3,211	)
Increase (decrease) in other liabilities		(27,213	)		(3,852	)		(23,985	)		(5,387	)
Increase (decrease) in security deposits		1,374			459			3,468			1,748
Net cash provided by operating activities		368,056			346,053			690,874			576,125
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(113,046	)		—			(113,046	)		(281,426	)
Investment in real estate – development/other		(24,255	)		(64,599	)		(55,491	)		(125,156	)
Capital expenditures to real estate		(35,285	)		(28,679	)		(83,304	)		(66,443	)
Non-real estate capital additions		(971	)		(589	)		(981	)		(1,042	)
Interest capitalized for real estate and unconsolidated entities under development		(1,017	)		(3,769	)		(2,267	)		(8,176	)
Investments in unconsolidated entities – other		(24,897	)		(2,378	)
Proceeds from disposition of real estate, net								255,922			406,922
Investments in unconsolidated entities – development/other								(48,577	)		(4,491	)
Distributions from unconsolidated entities – return of capital		9			4			9			4
Purchase of investment securities and other investments		(1,009	)		(26,335	)		(1,034	)		(166,945	)
Proceeds from sale of investment securities		3,434			—			3,434			191,398
Net cash provided by (used for) investing activities		(197,037	)		(126,345	)		(45,335	)		(55,355	)

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(318	)	$	(228	)	$	(362	)
Mortgage notes payable, net:
Proceeds		2,689			37,492			14,586			47,759
Lump sum payoffs		—			(59,880	)		(260,874	)		(59,880	)
Scheduled principal repayments		(1,933	)		(1,871	)		(2,985	)		(3,713	)
Line of credit and commercial paper:
Commercial paper proceeds		1,424,086			1,184,923			2,836,037			2,819,940
Commercial paper repayments		(1,609,121	)		(1,170,000	)		(2,966,121	)		(2,603,000	)
Finance ground lease principal payments		(140	)		(116	)		(1,229	)		(232	)
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)		969			1,731			2,378			2,667
Proceeds from exercise of EQR options		14,344			22,882			18,928			39,623
Payment of offering costs		(114	)		—			(487	)		—
Other financing activities, net								(31	)		(31	)
Acquisition of Noncontrolling Interests – Partially Owned Properties								(32,178	)		—
Contributions – Noncontrolling Interests – Partially Owned Properties		446			—			603			—
Contributions – Limited Partners		1			—			1			—
Distributions:
OP Units – General Partner		(226,639	)		(224,308	)		(461,605	)		(448,983	)
Preference Units		(772	)		(773	)		(1,545	)		(1,545	)
OP Units – Limited Partners		(7,535	)		(8,479	)		(15,142	)		(16,540	)
Noncontrolling Interests – Partially Owned Properties		(15,836	)		(2,883	)		(17,232	)		(3,700	)
Net cash provided by (used for) financing activities		(419,555	)		(221,600	)		(887,124	)		(227,997	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(248,536	)		(1,892	)		(241,585	)		292,773
Cash and cash equivalents and restricted deposits, beginning of period		360,236			99,728			360,236			99,728
Cash and cash equivalents and restricted deposits, end of period	$	111,700		$	97,836		$	118,651		$	392,501

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	41,140		$	35,453		$	45,010		$	39,492
Restricted deposits		70,560			62,383			73,641			353,009
Total cash and cash equivalents and restricted deposits, end of period	$	111,700		$	97,836		$	118,651		$	392,501

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	81,391		$	74,058		$	136,787		$	126,742
Net cash paid (received) for income and other taxes	$	350		$	752		$	687		$	888
Amortization of deferred financing costs:
Investment in real estate, net	$	(127	)	$	(60	)	$	(253	)	$	(100	)
Other assets	$	585		$	585		$	1,170		$	1,169
Mortgage notes payable, net	$	557		$	703		$	1,159		$	1,139
Notes, net	$	1,062		$	957		$	2,125		$	1,916
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	685		$	684		$	1,545		$	1,374
Notes, net	$	673		$	610		$	1,346		$	1,219
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(3	)	$	(2	)	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	2,425		$	2,303		$	4,881		$	4,637
Write-off of pursuit costs:
Investment in real estate, net	$	375		$	1,209		$	761		$	2,314
Investments in unconsolidated entities	$	1,070		$	—		$	1,637		$	—
Other assets	$	18		$	114		$	117		$	317
Accounts payable and accrued expenses	$	—		$	8		$	—		$	16
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	946		$	1,282		$	1,797		$	1,216
Other liabilities	$	315		$	329		$	632		$	656
Realized/unrealized (gain) loss on derivative instruments:
Other liabilities							$	1,259		$	—
Accumulated other comprehensive income							$	(1,259	)	$	—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(307	)	$	(3,769	)	$	(675	)	$	(8,176	)
Investments in unconsolidated entities	$	(710	)	$	—		$	(1,592	)	$	—
Investments in unconsolidated entities – other:
Investments in unconsolidated entities	$	(24,897	)	$	(1,778	)	$	(47,887	)	$	(3,231	)
Other liabilities	$	—		$	(600	)	$	(690	)	$	(1,260	)
Debt financing costs:
Other assets							$	—		$	(44	)
Mortgage notes payable, net	$	—		$	(318	)	$	(228	)	$	(318	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	—		$	11,308		$	(224	)	$	11,308
Lease liabilities	$	—		$	(11,308	)	$	224		$	(11,308	)
Non-cash share distribution from unconsolidated entities:
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	859		$	—		$	4,048		$	1,429
Other assets	$	(859	)	$	—		$	(4,048	)	$	(1,429	)

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,							Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021				2022			2021			2022			2021
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of period	$	37,280		$	37,280			$	37,280		$	37,280		$	37,280		$	37,280
Balance, end of period	$	37,280		$	37,280			$	37,280		$	37,280		$	37,280		$	37,280
GENERAL PARTNER
Balance, beginning of period	$	10,951,940		$	10,532,037			$	10,951,940		$	10,532,037		$	10,808,434		$	10,318,883
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		174			—				1,484			66,660			1,310			66,660
Exercise of EQR share options		14,344			22,882				18,928			39,623			4,584			16,741
EQR’s Employee Share Purchase Plan (ESPP)		969			1,731				2,378			2,667			1,409			936
Share-based employee compensation expense:
EQR restricted shares		3,611			2,274				7,361			4,814			3,750			2,540
EQR share options		876			988				1,390			1,976			514			988
EQR ESPP discount		171			444				420			633			249			189
Net income available to Units – General Partner		69,993			56,766				293,321			372,380			223,328			315,614
OP Units – General Partner distributions		(235,351	)		(224,673	)	��		(470,424	)		(450,220	)		(235,073	)		(225,547	)
Offering costs		(114	)		—				(487	)		—			(373	)		—
Supplemental Executive Retirement Plan (SERP)		(163	)		(1,229	)			(269	)		(2,057	)		(106	)		(828	)
Acquisition of Noncontrolling Interests – Partially Owned Properties									(27,355	)		—			(27,355	)		—
Change in market value of Redeemable Limited Partners		939			(72,956	)			98,140			(101,966	)		97,201			(29,010	)
Adjustment for Limited Partners ownership in Operating Partnership		1,045			619				6,632			(30,807	)		5,587			(31,426	)
Balance, end of period	$	10,808,434		$	10,318,883			$	10,883,459		$	10,435,740		$	10,883,459		$	10,435,740
LIMITED PARTNERS
Balance, beginning of period	$	214,094		$	233,162			$	214,094		$	233,162		$	217,451		$	234,969
Issuance of restricted units to Limited Partners		1			—				1			—			—			—
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		(174	)		—				(1,484	)		(66,660	)		(1,310	)		(66,660	)
Equity compensation associated with Units – Limited Partners		7,798			6,488				13,159			10,531			5,361			4,043
Net income available to Units – Limited Partners		2,394			2,143				10,027			13,056			7,633			10,913
Units – Limited Partners distributions		(7,895	)		(8,589	)			(15,488	)		(15,999	)		(7,593	)		(7,410	)
Change in carrying value of Redeemable Limited Partners		2,278			2,384				2,649			794			371			(1,590	)
Adjustment for Limited Partners ownership in Operating Partnership		(1,045	)		(619	)			(6,632	)		30,807			(5,587	)		31,426
Balance, end of period	$	217,451		$	234,969			$	216,326		$	205,691		$	216,326		$	205,691
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	(34,272	)	$	(43,666	)		$	(34,272	)	$	(43,666	)	$	(31,847	)	$	(41,363	)
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period									(1,259	)		—			(1,259	)		—
Losses reclassified into earnings from other comprehensive income		2,425			2,303				4,881			4,637			2,456			2,334
Balance, end of period	$	(31,847	)	$	(41,363	)		$	(30,650	)	$	(39,029	)	$	(30,650	)	$	(39,029	)

DISTRIBUTIONS
Distributions declared per Unit outstanding	$	0.625		$	0.6025			$	1.25		$	1.205		$	0.625		$	0.6025

See accompanying notes

Table of Contents

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	18,166		$	4,673		$	18,166		$	4,673		$	3,415		$	2,472
Net income attributable to Noncontrolling Interests		639			682			1,583			1,423			944			741
Contributions by Noncontrolling Interests		446			—			603			—			157			—
Distributions to Noncontrolling Interests		(15,836	)		(2,883	)		(17,263	)		(3,731	)		(1,427	)		(848	)
Acquisition of Noncontrolling Interests – Partially Owned Properties								(4,823	)		—			(4,823	)		—
Balance, end of period	$	3,415		$	2,472		$	(1,734	)	$	2,365		$	(1,734	)	$	2,365

See accompanying notes

Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Business

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

EQR is the general partner of, and as of ~~March 31,~~June 30, 2022 owned an approximate 96.7% 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,~~June 30, 2022, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of ~~311~~310 properties located in 10 states and the District of Columbia consisting of ~~80,581~~80,227 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties		Apartment Units		Properties		Apartment Units
Wholly Owned Properties		295		77,035		295		77,113
Partially Owned Properties – Consolidated		16		3,546		15		3,114
		311		80,581		310		80,227

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 (“GAAP”) 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. Operating results for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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, 2021 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.

Table of Contents

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, 2021.

Income and Other Taxes

EQR has elected to be taxed as a REIT. This, along with the nature of the operations of its operating properties, resulted in 0 provision for federal income taxes at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their allocable share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected taxable REIT subsidiary (“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.

Recent Accounting Pronouncements

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

In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. The new standard was effective for the Company upon issuance and elections can be made through December 31, 2022. The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

3.	Equity, Capital and Other Interests

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

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021:

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	2022			2021			2022			2021
Common Shares
Common Shares outstanding at January 1,		375,527,195			372,302,000			375,527,195			372,302,000
Common Shares Issued:
Conversion of OP Units		6,756			—			31,089			1,084,023
Exercise of share options		269,665			506,342			348,510			833,669
Employee Share Purchase Plan (ESPP)		13,374			32,572			35,669			47,761
Restricted share grants, net		157,080			76,499			175,970			87,377
Common Shares outstanding at March 31,		375,974,070			372,917,413
Common Shares outstanding at June 30,								376,118,433			374,354,830
Units
Units outstanding at January 1,		12,659,027			13,858,073			12,659,027			13,858,073
Restricted unit grants, net		220,333			184,301			223,242			155,638
Conversion of OP Units to Common Shares		(6,756	)		—			(31,089	)		(1,084,023	)
Units outstanding at March 31,		12,872,604			14,042,374
Total Common Shares and Units outstanding at March 31,		388,846,674			386,959,787
Units outstanding at June 30,								12,851,180			12,929,688
Total Common Shares and Units outstanding at June 30,								388,969,613			387,284,518
Units Ownership Interest in Operating Partnership		3.3	%		3.6	%		3.3	%		3.3	%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021:

	2022			2021			2022			2021
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,		388,186,222			386,160,073			388,186,222			386,160,073
Issued to General Partner:
Exercise of EQR share options		269,665			506,342			348,510			833,669
EQR’s Employee Share Purchase Plan (ESPP)		13,374			32,572			35,669			47,761
EQR’s restricted share grants, net		157,080			76,499			175,970			87,377
Issued to Limited Partners:
Restricted unit grants, net		220,333			184,301			223,242			155,638
General and Limited Partner Units outstanding at March 31,		388,846,674			386,959,787
General and Limited Partner Units outstanding at June 30,								388,969,613			387,284,518
Limited Partner Units
Limited Partner Units outstanding at January 1,		12,659,027			13,858,073			12,659,027			13,858,073
Limited Partner restricted unit grants, net		220,333			184,301			223,242			155,638
Conversion of Limited Partner OP Units to EQR Common Shares		(6,756	)		—			(31,089	)		(1,084,023	)
Limited Partner Units outstanding at March 31,		12,872,604			14,042,374
Limited Partner Units outstanding at June 30,								12,851,180			12,929,688
Limited Partner Units Ownership Interest in Operating Partnership		3.3	%		3.6	%		3.3	%		3.3	%

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

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

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The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at ~~March 31,~~June 30, 2022 and December 31, 2021.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total. Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above. As of ~~March 31,~~June 30, 2022 and 2021, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $~~495.8~~398.2 million and ~~$409.5~~$440.1 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively (amounts in thousands):

	2022			2021			2022			2021
Balance at January 1,	$	498,977		$	338,951		$	498,977		$	338,951
Change in market value		(939	)		72,956			(98,140	)		101,966
Change in carrying value		(2,278	)		(2,384	)		(2,649	)		(794	)
Balance at March 31,	$	495,760		$	409,523
Balance at June 30,							$	398,188		$	440,123

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

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

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of ~~March 31,~~June 30, 2022 and December 31, 2021:

				Amounts in thousands							Amounts in thousands
		Annual							Annual
	Call	Dividend Per		March 31,		December 31,		Call	Dividend Per		June 30,		December 31,
	Date (1)	Share/Unit (2)		2022		2021		Date (1)	Share/Unit (2)		2022		2021
Preferred Shares/Preference Units of beneficial interest, $0.01 par value; 100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $50 per share/unit; 745,600 shares/units issued and outstanding as of March 31, 2022 and December 31, 2021	12/10/26	$	4.145	$	37,280	$	37,280
8.29% Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $50 per share/unit; 745,600 shares/units issued and outstanding as of June 30, 2022 and December 31, 2021								12/10/26	$	4.145	$	37,280	$	37,280
				$	37,280	$	37,280				$	37,280	$	37,280

(1)

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

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unpaid distributions, if any.

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

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in ~~June 2019~~May 2022 and expires in ~~June 2022.~~May 2025. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements. ~~The current~~In May 2022, the Company replaced the prior program ~~matures in June 2022 and gives EQR~~with a new program with the authority to issue up to 13.0 million shares as of June 30, 2022 and which ~~approximately 11.3 million shares remain available for issuance under~~extended the program ~~as of March 31, 2022.~~maturity to May 2025. Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of Common Shares or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, 0 amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted net income per share using the treasury stock method (see Note 11 for additional discussion). The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s Common Shares over the term of the forward sale agreement.

As of ~~March 31,~~June 30, 2022, the Company had entered into forward sale agreements under ~~this~~the prior program for a total of approximately 1.7 million Common Shares at a weighted average initial forward price per share of $83.25. All of these forward sale agreements were entered into during the quarter ended September 30, 2021. As of ~~March 31,~~June 30, 2022, these forward sale agreements have not been settled and must be settled by March 2023.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. NaN open market repurchases have occurred since 2008, and 0 repurchases of any kind have occurred since February 2014. As of ~~March 31,~~June 30, 2022, EQR has remaining authorization to repurchase up to 13.0 million of its shares.

4.	Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands):

	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
Land	$	5,836,951		$	5,814,790		$	5,733,412		$	5,814,790
Depreciable property:
Buildings and improvements		19,723,056			19,632,284			19,654,296			19,632,284
Furniture, fixtures and equipment		2,252,146			2,220,203			2,271,136			2,220,203
In-Place lease intangibles		521,105			518,324			517,881			518,324
Projects under development:
Land								3,200			—
Construction-in-progress		36,718			24,307			61,961			24,307
Land held for development:
Land		49,360			46,160			46,160			46,160
Construction-in-progress		17,620			16,838			13,413			16,838
Investment in real estate		28,436,956			28,272,906			28,301,459			28,272,906
Accumulated depreciation		(8,578,131	)		(8,354,282	)		(8,740,806	)		(8,354,282	)
Investment in real estate, net	$	19,858,825		$	19,918,624		$	19,560,653		$	19,918,624

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During the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, the Company acquired the following from unaffiliated parties (purchase price in thousands):

	Properties		Apartment Units		Purchase Price
Rental Properties – Consolidated (1)		1		172	$	113,000
Total		1		172	$	113,000

(1)	Purchase price includes an allocation of approximately $25.3 million to land and $87.7 million to depreciable property (inclusive of capitalized closing costs).

During the six months ended June 30, 2022, the Company disposed of the following to unaffiliated parties (sales price in thousands):

	Properties		Apartment Units		Sales Price
Rental Properties – Consolidated		1		354	$	265,650
Total		1		354	$	265,650

The Company recognized a net gain on sales of real estate properties of approximately $107.8 million on the above sale.

5.	Commitments to Acquire/Dispose of Real Estate

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

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

Properties

Apartment Units

Sales Price

Net Book Value at

March 31, 2022

Properties

Apartment Units

Sales Price

Net Book Value at

June 30, 2022

Rental Properties - Consolidated

591

480,500

270,189

136

65,500

41,695

Total

591

480,500

270,189

136

65,500

41,695

The closing of pending transactions is subject to certain conditions and restrictions; therefore, there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects from any agreements summarized above. See Note 14 for discussion of the properties acquired or disposed of, if any, subsequent to ~~March 31,~~June 30, 2022.

6.	Investments in Partially Owned Entities

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

Consolidated Variable Interest Entities (“VIEs”)

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

The Company has various equity interests in certain joint ventures that have been deemed to be VIEs, and the Company is the VIEs’ primary beneficiary. As a result, the joint ventures are required to be consolidated on the Company’s financial statements. The following table summarizes the Company’s consolidated joint ventures as of ~~March 31,~~June 30, 2022:

Operating Properties

Project Under Development (1)

Properties

Apartment Units

Project

Apartment Units

Consolidated Joint Ventures (VIE)

16

3,546

1

312

Operating Properties (1)

Project Under Development (2)

Properties

Apartment Units

Project

Apartment Units

Consolidated Joint Ventures (VIE)

3,114

312

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(1)

During the second quarter of 2022, the Company acquired its joint venture partner’s 25% interest in a 432-unit apartment property for $32.2 million, and the property is now wholly owned.In connection with the buyout, the carrying amount of the Noncontrolling Interests – Partially Owned Properties totaling $4.8 million was reduced to 0 and the remaining $27.4 million was recorded to paid in capital/general partner capital.

(2)	The land under this project is subject to a long-term ground lease.

The following table provides consolidated assets and liabilities related to the VIEs discussed above as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands):

	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Consolidated Assets	$	819,692	$	912,955	$	660,062	$	912,955
Consolidated Liabilities	$	255,326	$	251,424	$	127,702	$	251,424

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Certain consolidated joint ventures in which we have investments obtained mortgage debt to finance a portion of their activities. The following table and information summarizes the variable rate construction mortgage debt that is non-recourse to the Company at ~~March 31,~~June 30, 2022 (aggregate and amounts borrowed under loan commitments in thousands):

	Recently Completed Operating Property		Project Under Development		Recently Completed Operating Property (1)		Project Under Development
Number of joint ventures with debt financing		1		1		1		1
Aggregate loan commitments	$	67,589	$	73,344	$	67,589	$	73,344
Amounts borrowed under loan commitments ~~(1)~~(2)	$	64,333	$	140	$	64,856	$	11,512
Maturity dates	2022		2025		2023		2025

(1)	The maturity date of the construction loan was extended on June 24, 2022 to June 25, 2023.

(2)	See Note 9 for the current period proceeds of secured conventional floating rate debt under Mortgage Notes Payable.

Investments in Unconsolidated Entities

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

The following table and information summarizes the Company’s investments in unconsolidated entities ~~which are accounted for under the equity method of accounting as the requirements for consolidation are not met,~~ as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands except for ownership percentage):

	March 31, 2022			December 31, 2021			Ownership Percentage	June 30, 2022			December 31, 2021			Ownership Percentage
Investments in Unconsolidated Entities:
Operating Property (VIE) (1)	$	35,496		$	36,024		33.3%
Unconsolidated Development Joint Ventures (VIE) (2)		89,680			72,488		62% - 90% (4)
Real Estate Technology (3)		25,147			19,347		Varies
Various Real Estate Holdings (VIE) (1)								$	36,396		$	36,024		Varies
Development Projects (VIE) (2)									110,657			72,488		62% - 90% (4)
Real Estate Technology (VIE) (3)									22,456			19,347		Varies
Other		(231	)		(411	)	Varies		(237	)		(411	)	Varies
Investments in Unconsolidated Entities	$	150,092		$	127,448			$	169,272		$	127,448

(1)

Represents an unconsolidated ~~interest~~interests in ~~an entity that owns the land underlying 1 of the consolidated joint venture properties noted above and owns and operates a related parking facility. The consolidated joint venture~~entity, 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, but the consolidated joint venture entity does not have a controlling financial interest in the VIE and is not the VIE’s primary beneficiary. 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.entities with various real estate holdings.

(2)	Represents unconsolidated interests in projects under development and land held for development. See further discussion below.

(3)	Represents unconsolidated investments in real estate technology funds/companies.

(4)

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

The following table summarizes the Company’s unconsolidated joint ventures that were deemed to be VIEs as of ~~March 31, 2022~~:June 30, 2022:

Operating Property (1)

Projects Under Development (2)

Land Held for Development (2), (3)

Entity

Projects

Apartment Units (4)

Projects

Apartment Units (4)

Unconsolidated Joint Ventures (VIE)

1

3

929

3

1,005

Real Estate Holdings (1)

Projects Under Development (2)

Land Held for Development (2), (3)

Entities

Projects

Apartment Units (4)

Projects

Apartment Units (4)

Unconsolidated Joint Ventures (VIE)

1,291

640

(1)	Represents ~~the operating property~~entities that ~~owns and operates a related parking facility noted in the table above.~~hold various real estate investments.

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

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(3)	Represents separate unconsolidated joint ventures that have not yet started but are expected to start construction in 2022. NaN parcel is subject to a long-term ground lease.

(4)	Represents the intended number of apartment units to be developed.

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7.	Restricted Deposits

The following table presents the Company’s restricted deposits as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands):

	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Mortgage escrow deposits:
Replacement reserves	$	11,489	$	11,156	$	11,855	$	11,156
Mortgage principal reserves/sinking funds		20,409		19,104		21,752		19,104
Mortgage escrow deposits		31,898		30,260		33,607		30,260
Restricted cash:
Tax-deferred (1031) exchange proceeds		—		166,362		—		166,362
Earnest money on pending acquisitions		—		2,000		—		2,000
Restricted deposits on real estate investments		279		284		242		284
Resident security and utility deposits		36,559		35,663		37,504		35,663
Other		1,824		1,835		2,288		1,835
Restricted cash		38,662		206,144		40,034		206,144
Restricted deposits	$	70,560	$	236,404	$	73,641	$	236,404

Leases

Lessor Accounting

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

For the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, approximately 97% of the Company’s total lease revenue is generated from residential apartment leases that are generally twelve months or less in length. The residential apartment leases may include lease income related to such items as utility recoveries, parking rent, storage rent and pet rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis. Residential leases are renewable upon consent of both parties on an annual or monthly basis.

For the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, approximately 3% of the Company’s total lease revenue is generated by non-residential leases that are generally for terms ranging between five to ten years. The non-residential leases generally consist of ground floor retail spaces and master-leased parking garages that serve as additional amenities for our residents. The non-residential leases may include lease income related to such items as utility recoveries, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis. Non-residential leases are renewable with market-based renewal options.

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021 (amounts in thousands):

Quarter Ended March 31, 2022

Quarter Ended March 31, 2021

Income Type

Residential
Leases

Non-Residential
Leases

Total

Residential
Leases

Non-Residential
Leases

Total

Residential and non-residential rent

$
586,890

$
15,874

$
602,764

$
539,655

$
15,839

$
555,494

Utility recoveries (RUBS income) (1)

19,598

181

19,779

17,954

178

18,132

Parking rent

10,783

98

10,881

9,734

267

10,001

Other lease revenue (2)

(6,301
)

(43
)

(6,344
)

(10,262
)

609

(9,653
)
Total lease revenue

$
610,970

$
16,110

627,080

$
557,081

$
16,893

573,974

Parking revenue

8,808

5,433

Other revenue

17,460

18,195

Total other rental income (3)

26,268

23,628

Rental income

$
653,348

$
597,602

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	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
Income Type	Residential Leases			Non-Residential Leases			Total			Residential Leases			Non-Residential Leases		Total
Residential and non-residential rent	$	1,192,048		$	32,095		$	1,224,143		$	1,078,304		$	31,237	$	1,109,541
Utility recoveries (RUBS income) (1)		39,583			369			39,952			36,533			330		36,863
Parking rent		21,706			202			21,908			19,890			362		20,252
Other lease revenue (2)		(889	)		(197	)		(1,086	)		(18,970	)		1,138		(17,832	)
Total lease revenue	$	1,252,448		$	32,469			1,284,917		$	1,115,757		$	33,067		1,148,824
Parking revenue								18,431								11,572
Other revenue								37,030								35,265
Total other rental income (3)								55,461								46,837
Rental income							$	1,340,378							$	1,195,661

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

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(2)	Other lease revenue consists of the revenue adjustment related to bad debt and other miscellaneous lease revenue.

(3)	Other rental income is accounted for under the revenue recognition standard.

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the quarters ended June 30, 2022 and 2021 (amounts in thousands):

	Quarter Ended June 30, 2022							Quarter Ended June 30, 2021
Income Type	Residential Leases		Non-Residential Leases			Total		Residential Leases			Non-Residential Leases		Total
Residential and non-residential rent	$	605,158	$	16,221		$	621,379	$	538,649		$	15,398	$	554,047
Utility recoveries (RUBS income) (1)		19,985		188			20,173		18,579			152		18,731
Parking rent		10,923		104			11,027		10,156			95		10,251
Other lease revenue (2)		5,412		(154	)		5,258		(8,708	)		529		(8,179	)
Total lease revenue	$	641,478	$	16,359			657,837	$	558,676		$	16,174		574,850
Parking revenue							9,623							6,139
Other revenue							19,570							17,070
Total other rental income (3)							29,193							23,209
Rental income						$	687,030						$	598,059

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

(2)	Other lease revenue consists of the revenue adjustment related to bad debt and other miscellaneous lease revenue.

(3)	Other rental income is accounted for under the revenue recognition standard.

The following table presents residential and non-residential accounts receivable and straight-line receivable balances for the Company’s properties as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands):

	Residential							Non-Residential						Residential							Non-Residential
Balance Sheet (Other assets):	March 31, 2022				December 31, 2021			March 31, 2022			December 31, 2021			June 30, 2022				December 31, 2021			June 30, 2022			December 31, 2021
Resident/tenant accounts receivable balances	$	43,267			$	37,959		$	3,639		$	3,218		$	36,068			$	37,959		$	3,444		$	3,218
Allowance for doubtful accounts		(38,774	)			(33,121	)		(2,379	)		(2,365	)		(32,358	)			(33,121	)		(2,553	)		(2,365	)
Net receivable balances	$	4,493		(1)	$	4,838		$	1,260		$	853		$	3,710		(1)	$	4,838		$	891		$	853

Straight-line receivable balances	$	5,542			$	7,460		$	13,301		$	13,021		$	4,757			$	7,460		$	13,551		$	13,021

(1)	The Company held residential security deposits approximating ~~56.5%~~62.6% of the net residential receivable balance at ~~March 31,~~June 30, 2022.

The following table presents residential bad debt for the Company’s properties for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021 (amounts in thousands):

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
Income Statement (Rental income):		2022			2021			2022			2021			2022			2021
Bad debt, net (1)	$	9,895		$	13,693		$	8,147		$	25,772		$	(1,748	)	$	12,079
% of rental income		1.6	%		2.4	%		0.6	%		2.2	%		(0.3	%)		2.1	%

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(1)	Bad debt, net benefited from additional resident payments due to governmental rental assistance programs of approximately ~~$9.8~~$24.6 million and $14.8 million for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively.

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following table summarizes the Company’s mortgage notes payable activity for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 (amounts in thousands):

	Mortgage notes payable, net as of December 31, 2021		Proceeds			Lump sum payoffs		Scheduled principal repayments			Amortization of premiums/ discounts		Amortization of deferred financing costs, net (1)		Mortgage notes payable, net as of March 31, 2022		Mortgage notes payable, net as of December 31, 2021		Proceeds			Lump sum payoffs			Scheduled principal repayments			Amortization of premiums/ discounts		Amortization of deferred financing costs, net (1)		Mortgage notes payable, net as of June 30, 2022
Fixed Rate Debt:
Secured – Conventional	$	1,896,472	$	—		$	—	$	(1,933	)	$	378	$	334	$	1,895,251	$	1,896,472	$	—		$	(260,874	)	$	(2,985	)	$	928	$	714	$	1,634,255
Floating Rate Debt:
Secured – Conventional		59,890		2,689	(2)		—		—			—		188		62,767		59,890		14,586	(2)		—			—			—		148		74,624
Secured – Tax Exempt		234,839		—			—		—			307		35		235,181		234,839		—			—			—			617		69		235,525
Floating Rate Debt		294,729		2,689			—		—			307		223		297,948		294,729		14,586			—			—			617		217		310,149
Total	$	2,191,201	$	2,689		$	—	$	(1,933	)	$	685	$	557	$	2,193,199	$	2,191,201	$	14,586		$	(260,874	)	$	(2,985	)	$	1,545	$	931	$	1,944,404

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

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

The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2022:

		June 30, 2022
Interest Rate Ranges		0.10% - 4.21%
Weighted Average Interest Rate		3.37%
Maturity Date Ranges		2023-2061

As of June 30, 2022, the Company had $250.0 million of secured debt (primarily tax-exempt bonds) subject to third-party credit enhancement.

Notes

The following table summarizes the Company’s notes activity for the six months ended June 30, 2022 (amounts in thousands):

Notes, net as of

December 31, 2021

Proceeds

Lump sum

payoffs

Amortization

of premiums/

discounts

Amortization

of deferred

financing

costs, net (1)

Notes, net as of

June 30, 2022

Fixed Rate Debt:

Unsecured – Public

5,835,222

—

1,346

2,125

5,838,693

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

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The following table summarizes certain interest rate and maturity date information as of and for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022:

		~~March 31, 2022~~
~~Interest Rate Ranges~~		~~0.10% - 4.21%~~
~~Weighted Average Interest Rate~~		~~3.33%~~
~~Maturity Date Ranges~~		~~2022-2061~~

~~As of March 31, 2022, the Company had $250.0 million of secured debt (primarily tax-exempt bonds) subject to third-party credit enhancement.~~

~~Notes~~

~~The following table summarizes the Company’s notes activity for the quarter ended March 31, 2022 (amounts in thousands):~~

Notes, net as of
December 31, 2021

Proceeds

Lump sum
payoffs

Amortization
of premiums/
discounts

Amortization
of deferred
financing
costs, net (1)

Notes, net as of
March 31, 2022

Fixed Rate Debt:

Unsecured – Public

$
5,835,222

$
—

$
—

$
673

$
1,062

$
5,836,957

~~(1)~~

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

~~The following table summarizes certain interest rate and maturity date information as of and for the quarter ended March 31, 2022:~~

		~~March 31,~~June 30, 2022
Interest Rate Ranges		1.85% - 7.57%
Weighted Average Interest Rate		~~3.61%~~3.60%
Maturity Date Ranges		2023-2047

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022.

Line of Credit and Commercial Paper

The Company has a $2.5 billion unsecured revolving credit facility maturing November 1, 2024. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. The Company did 0t borrow any amounts under its revolving credit facility during the ~~quarter~~six months ended ~~March 31,~~June 30, 2022.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.0 billion subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness. The notes bear interest at various floating rates with a weighted average interest rate of ~~0.35%~~0.60% for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 and a weighted average maturity of 312 days as of ~~March 31,~~June 30, 2022. The weighted average amount outstanding for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 was approximately ~~$260.9~~$186.7 million.

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The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of ~~March 31,~~June 30, 2022 (amounts in thousands):

	March 31, 2022			June 30, 2022
Unsecured revolving credit facility commitment	$	2,500,000		$	2,500,000
Commercial paper balance outstanding		(130,000	)		(185,037	)
Unsecured revolving credit facility balance outstanding		—			—
Other restricted amounts		(3,507	)		(3,463	)
Unsecured revolving credit facility availability	$	2,366,493		$	2,311,500

Other

The following table summarizes the Company’s total debt extinguishment costs recorded as additional interest expense for the six months and quarters ended June 30, 2022 and 2021 (amounts in thousands):

	Six Months Ended June 30,				Quarter Ended June 30,
	2022		2021		2022		2021
Write-offs of unamortized deferred financing costs	$	92	$	264	$	92	$	—
Write-offs of unamortized (premiums)/discounts/OCI		377		—		377		—
Total	$	469	$	264	$	469	$	—

10.	Fair Value Measurements

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

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

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

•

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

•

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

•

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

The Company’s derivative positions are valued using models developed by the respective counterparty as well as models applied internally by the Company that use as their inputs readily observable market parameters (such as forward yield curves and credit default swap data). The following table summarizes the inputs to the valuations for each type of fair value measurement:

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

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 ~~March 31,~~June 30, 2022 and December 31, 2021, respectively (amounts in thousands):

	June 30, 2022				December 31, 2021
	Carrying Value		Estimated Fair Value (Level 2)		Carrying Value		Estimated Fair Value (Level 2)
Mortgage notes payable, net	$	1,944,404	$	1,847,010	$	2,191,201	$	2,193,689
Unsecured debt, net		6,023,639		5,693,443		6,150,252		6,798,309
Total debt, net	$	7,968,043	$	7,540,453	$	8,341,453	$	8,991,998

The following table summarizes the Company’s consolidated derivative instruments at June 30, 2022 (dollar amounts are in thousands):

	Forward Starting Swaps (1)
Current Notional Balance	$	150,000
Lowest Interest Rate		2.790	%
Highest Interest Rate		2.972	%
Maturity Date		2033

(1)	Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances. These swaps have mandatory counterparty terminations in 2024 and are targeted for certain 2023 debt issuances.

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March 31, 2022

December 31, 2021

Carrying Value

Estimated Fair
Value (Level 2)

Carrying Value

Estimated Fair
Value (Level 2)

Mortgage notes payable, net

$
2,193,199

$
2,122,178

$
2,191,201

$
2,193,689

Unsecured debt, net

5,966,952

6,066,975

6,150,252

6,798,309

Total debt, net

$
8,160,151

$
8,189,153

$
8,341,453

$
8,991,998

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 ~~March 31,~~June 30, 2022 and December 31, 2021, respectively (amounts in thousands):

				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	3/31/2022		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance Sheet Location	6/30/2022		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan	Other Assets	$	144,732	$	144,732	$	0	$	0	Other Assets	$	129,067	$	129,067	$	0	$	0

Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps										Other Liabilities	$	1,259	$	0	$	1,259	$	0
Supplemental Executive Retirement Plan	Other Liabilities	$	144,732	$	144,732	$	0	$	0	Other Liabilities		129,067		129,067		0		0
Total											$	130,326	$	129,067	$	1,259	$	0

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	495,760	$	0	$	495,760	$	0	Mezzanine	$	398,188	$	0	$	398,188	$	0

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2021		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan	Other Assets	$	164,650	$	164,650	$	0	$	0

Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	164,650	$	164,650	$	0	$	0

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	498,977	$	0	$	498,977	$	0

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 ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively (amounts in thousands):

March 31, 2022 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
June 30, 2022 Type of Cash Flow Hedge							Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	0	Interest expense	$	(2,425	)	$	(1,259	)	Interest expense	$	(4,881	)
Total	$	0		$	(2,425	)	$	(1,259	)		$	(4,881	)

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March 31, 2021 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
June 30, 2021 Type of Cash Flow Hedge							Amount of Gain/(Loss) Recognized in OCI on Derivative		Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	0	Interest expense	$	(2,303	)	$	0	Interest expense	$	(4,637	)
Total	$	0		$	(2,303	)	$	0		$	(4,637	)

As of ~~March 31,~~June 30, 2022 and December 31, 2021, there were approximately $~~31.8~~30.6 million and $34.3 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled derivative instruments, of which an estimated ~~$10.2~~$8.9 million may be recognized as additional interest expense during the twelve months ending ~~March 31,~~June 30, 2023.

11.	Earnings Per Share and Earnings Per Unit

Equity Residential

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

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Numerator for net income per share – basic:
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Allocation to Noncontrolling Interests – Operating Partnership		(2,394	)		(2,143	)		(10,027	)		(13,056	)		(7,633	)		(10,913	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Preferred distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Numerator for net income per share – basic	$	69,993		$	56,766		$	293,321		$	372,380		$	223,328		$	315,614
Numerator for net income per share – diluted:
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Preferred distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Numerator for net income per share – diluted	$	72,387		$	58,909		$	303,348		$	385,436		$	230,961		$	326,527
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic		375,509			372,280			375,640			373,050			375,769			373,812
Effect of dilutive securities:
OP Units		11,888			13,050			11,891			12,544			11,895			12,044
Long-term compensation shares/units		2,090			1,586			1,863			1,773			1,698			1,964
ATM forward sales		141			—			69			—			1			—
Denominator for net income per share – diluted		389,628			386,916			389,463			387,367			389,363			387,820
Net income per share – basic	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Net income per share – diluted	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84

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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):

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Numerator for net income per Unit – basic and diluted:
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Allocation to Preference Units		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Numerator for net income per Unit – basic and diluted	$	72,387		$	58,909		$	303,348		$	385,436		$	230,961		$	326,527
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic		387,397			385,330			387,531			385,594			387,664			385,856
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units		2,090			1,586			1,863			1,773			1,698			1,964
ATM forward sales		141			0			69			0			1			0
Denominator for net income per Unit – diluted		389,628			386,916			389,463			387,367			389,363			387,820
Net income per Unit – basic	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84
Net income per Unit – diluted	$	0.19		$	0.15		$	0.78		$	1.00		$	0.59		$	0.84

12.	Commitments and Contingencies

Commitments

Real Estate Development Commitments

As of ~~March 31,~~June 30, 2022, the Company has both consolidated and unconsolidated real estate projects under development. We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties. The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 6 for additional discussion.

The following table summarizes the gross remaining total project costs for the Company’s projects under development at ~~March 31,~~June 30, 2022 (total project costs remaining in thousands):

	Projects		Apartment Units		Total Project Costs Remaining (1)		Projects		Apartment Units		Total Project Costs Remaining (1)
Projects Under Development
Consolidated		1		312	$	71,309		2		537	$	195,487
Unconsolidated		3		929		247,498		4		1,291		291,066
Total Projects Under Development		4		1,241	$	318,807		6		1,828	$	486,553

(1)

The Company’s share of the ~~$318.8~~$486.6 million in total project costs remaining approximates ~~$25.0~~$161.1 million, with the balance funded by the Company’s joint venture partners (approximately ~~$8.8~~$6.3 million) and/or applicable construction loans (approximately ~~$285.0~~$319.2 million).

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~~Real Estate Technology Fund~~

Other Commitments

We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments. At ~~March 31,~~June 30, 2022, the Company has invested in 108 real estate technology funds and 1 other real estate investment ~~funds~~fund with aggregate remaining commitments of approximately ~~$27.0~~$24.7 million.

Contingencies

Litigation and Legal Matters

The Company, as an owner of real estate, is subject to various federal, state and local laws. Compliance by the Company with

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existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.

The Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

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. While the Company does maintain a non-residential presence, it accounts for approximately 3.8% of total revenues for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 and is designed as an amenity for our residential residents. The chief operating decision maker evaluates the performance of each property on a consolidated residential and non-residential basis. The Company’s geographic consolidated same store operating segments represent its reportable segments.

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

All revenues are from external customers and there is 0 customer who contributed 10% or more of the Company’s total revenues during the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021, respectively.

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

The following table presents a reconciliation of NOI from our rental real estate for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021, respectively (amounts in thousands):

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Rental income	$	653,348		$	597,602		$	1,340,378		$	1,195,661		$	687,030		$	598,059
Property and maintenance expense		(124,874	)		(117,054	)		(241,229	)		(224,800	)		(116,355	)		(107,746	)
Real estate taxes and insurance expense		(100,688	)		(103,470	)		(202,538	)		(200,871	)		(101,850	)		(97,401	)
Total operating expenses		(225,562	)		(220,524	)		(443,767	)		(425,671	)		(218,205	)		(205,147	)
Net operating income	$	427,786		$	377,078		$	896,611		$	769,990		$	468,825		$	392,912

The following tables present NOI from our rental real estate for each segment for the six months and quarters ended ~~March 31,~~June 30, 2022 and 2021, respectively, as well as total assets and capital expenditures at ~~March 31,~~June 30, 2022 (amounts in thousands):

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	Quarter Ended March 31, 2022							Quarter Ended March 31, 2021							Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI		Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	115,353	$	36,775	$	78,578		$	106,418	$	35,693	$	70,725		$	241,119	$	72,466	$	168,653	$	213,291	$	70,202	$	143,089
Orange County		28,767		6,425		22,342			25,841		6,314		19,527			60,018		12,805		47,213		52,510		12,411		40,099
San Diego		20,940		4,929		16,011			18,740		4,633		14,107			42,410		9,555		32,855		37,928		9,176		28,752
Subtotal - Southern California		165,060		48,129		116,931			150,999		46,640		104,359			343,547		94,826		248,721		303,729		91,789		211,940

San Francisco		102,440		32,119		70,321			96,728		30,985		65,743			206,018		61,588		144,430		188,762		59,386		129,376
Washington D.C.		100,472		33,901		66,571			97,487		32,607		64,880			203,494		68,073		135,421		194,911		64,309		130,602
New York		110,086		53,071		57,015			98,034		51,854		46,180			218,855		99,705		119,150		188,676		98,235		90,441
Seattle		67,127		19,325		47,802			63,848		20,436		43,412			137,255		38,837		98,418		126,450		40,434		86,016
Boston		62,594		20,438		42,156			57,312		19,547		37,765			127,660		39,881		87,779		115,089		38,077		77,012
Denver		10,578		3,008		7,570			9,344		2,821		6,523			21,404		5,939		15,465		18,920		5,532		13,388
Total same store		618,357		209,991		408,366			573,752		204,890		368,862			1,258,233		408,849		849,384		1,136,537		397,762		738,775

Non-same store/other (2) (3)
Non-same store/other
Non-same store(2)		34,694		14,182		20,512			1		58		(57	)		77,019		31,614		45,405		5,186		2,299		2,887
Other (3)		297		1,389		(1,092	)		23,849		15,576		8,273			5,126		3,304		1,822		53,938		25,610		28,328
Total non-same store/other		34,991		15,571		19,420			23,850		15,634		8,216			82,145		34,918		47,227		59,124		27,909		31,215

Totals	$	653,348	$	225,562	$	427,786		$	597,602	$	220,524	$	377,078		$	1,340,378	$	443,767	$	896,611	$	1,195,661	$	425,671	$	769,990

(1)	For the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2021, less properties subsequently sold, which represented ~~74,675~~74,057 apartment units.

(2)	For the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021, non-same store primarily includes properties acquired after January 1, 2021, plus any properties in lease-up and not stabilized as of January 1, 2021.

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

	Quarter Ended March 31, 2022				Quarter Ended June 30, 2022							Quarter Ended June 30, 2021
	Total Assets		Capital Expenditures		Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	2,773,359	$	6,880	$	125,767	$	35,692	$	90,075		$	106,873	$	34,509	$	72,364
Orange County		367,316		919		31,252		6,381		24,871			26,669		6,096		20,573
San Diego		230,718		849		21,470		4,626		16,844			19,188		4,543		14,645
Subtotal - Southern California		3,371,393		8,648		178,489		46,699		131,790			152,730		45,148		107,582

San Francisco		3,165,308		5,330		105,402		30,050		75,352			93,784		28,982		64,802
Washington D.C.		3,149,802		5,681		103,022		34,172		68,850			97,423		31,701		65,722
New York		3,851,201		6,232		112,865		48,559		64,306			94,473		48,258		46,215
Seattle		2,123,848		2,867		70,128		19,512		50,616			62,603		19,999		42,604
Boston		1,724,548		4,034		65,066		19,443		45,623			57,777		18,530		39,247
Denver		487,546		208		10,825		2,930		7,895			9,575		2,710		6,865
Total same store		17,873,646		33,000		645,797		201,365		444,432			568,365		195,328		373,037

Non-same store/other (2) (3)
Non-same store/other
Non-same store(2)		2,413,693		2,274		40,501		15,646		24,855			3,436		1,660		1,776
Other (3)		542,898		11		732		1,194		(462	)		26,258		8,159		18,099
Total non-same store/other		2,956,591		2,285		41,233		16,840		24,393			29,694		9,819		19,875

Totals	$	20,830,237	$	35,285	$	687,030	$	218,205	$	468,825		$	598,059	$	205,147	$	392,912

(1)	For the quarters ended June 30, 2022 and 2021, same store primarily includes all properties acquired or completed that were stabilized prior to April 1, 2021, less properties subsequently sold, which represented 74,057 apartmentunits.

(2)	For the quarters ended June 30, 2022 and 2021, non-same store primarily includes properties acquired after April 1, 2021, plus any properties in lease-up and not stabilized as of April 1,2021.

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

	Six Months Ended June 30, 2022
	Total Assets		Capital Expenditures
Same store (1)
Los Angeles	$	2,748,850	$	14,728
Orange County		362,679		2,643
San Diego		228,219		1,828
Subtotal - Southern California		3,339,748		19,199

San Francisco		3,114,937		13,003
Washington D.C.		3,120,459		13,391
New York		3,700,473		12,422
Seattle		2,106,727		8,761
Boston		1,708,006		9,799
Denver		482,417		562
Total same store		17,572,767		77,137

Non-same store/other
Non-same store (2)		2,421,668		6,053
Other (3)		579,910		114
Total non-same store/other		3,001,578		6,167

Totals	$	20,574,345	$	83,304

(1)	Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2021, less properties subsequently sold, which represented ~~74,675~~74,057 apartment units.

(2)	Non-same store primarily includes properties acquired after January 1, 2021, plus any properties in lease-up and not stabilized as of January 1, 2021.

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

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14.	Subsequent Events

Subsequent to ~~March 31,~~June 30, 2022, the Company:

•

Sold 1 property consisting of ~~354~~455 apartment units for approximately ~~$265.7~~$415.0 million; ~~and~~

•

~~Acquired~~Entered into $200.0 million of forward starting swaps to hedge changes in interest rates related to future taxable secured or unsecured debt issuances; and

•

Sent a ~~third-party joint venture partner’s 25% interest~~redemption notice on its $500.0 million unsecured notes due in ~~a consolidated operating property for approximately $32.2 million.~~2023. The redemption is expected to occur in the third quarter of 2022 and will be funded from disposition proceeds.

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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, 2021. In addition, please refer to the Definitions section below for various capitalized terms not immediately defined in this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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, such as the current novel coronavirus (“COVID-19”) pandemic. 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.

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

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, 2021, particularly those under Item 1A, Risk Factors.

Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.

Overview

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.

The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in most of its markets.

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Available Information

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

Business Objectives and Operating and Investing Strategies

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 Annual Report on Form 10-K for the year ended December 31, 2021.

Results of Operations

2022 Transactions

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the ~~quarter~~six months ended ~~March 31,~~June 30, 2022:

Portfolio Rollforward

($ in thousands)

	Properties		Apartment Units		Purchase Price		Acquisition Cap Rate			Properties			Apartment Units			Purchase Price			Acquisition Cap Rate
12/31/2021		310		80,407							310			80,407
Acquisitions:
Consolidated Rental Properties		1		172	$	113,000		3.5	%		1			172		$	113,000			3.5	%
																Sales Price			Disposition Yield
Dispositions:
Consolidated Rental Properties											(1	)		(354	)	$	(265,650	)		(3.3	)%
Configuration Changes		—		2							—			2
3/31/2022		311		80,581
6/30/2022											310			80,227

~~Real Estate Transaction Highlights~~Acquisitions

•

The Company acquired one operating property in the first quarter of 2022, a 172-unit apartment property located in San Diego for a purchase price of $113.0 million; and

•

~~The Company did not sell any properties during~~During the ~~first~~second quarter of 2022, ~~but subsequent to March 31, 2022,~~ the Company acquired its joint venture partner’s 25% interest in a 432-unit apartment property in Chevy Chase, MD for $32.2 million, and the property is now wholly owned.

Dispositions

•

The Company sold a 354-unit apartment property located in New York City in the second quarter of 2022 for approximately $265.7 ~~million;~~million, generating an Unlevered IRR of 6.6%; and

•

Subsequent to June 30, 2022, the Company sold a 455-unit apartment property located in New York City for approximately $415.0 million.

Developments

•

The Company commenced construction on one consolidated and one unconsolidated apartment property during the second quarter of 2022, located in Santa Clara, CA and Fort Worth, TX, respectively, consisting of 587 apartment units in the aggregate totaling approximately $234.4 million of expected development costs; and

•

The Company spent approximately ~~$41.9~~$93.9 million during the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, primarily for consolidated and unconsolidated development projects.

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See Notes 4 and 14 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate transactions.

Future Outlook

•

The Company assumes consolidated rental acquisitions of approximately $113.0 million and consolidated rental dispositions of approximately $746.0 million during the year ending December 31, 2022. Given current uncertainty in the transaction environment, the Company’s revised acquisition and disposition guidance reflects no additional activities beyond one sale for $65.5 million currently under contract and scheduled to close in the fourth quarter of 2022; and

•

We currently anticipate spending approximately $180.0 million on development costs during the year ending December 31, 2022, primarily for consolidated and unconsolidated properties currently under construction (amount only includes our share of development costs).

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

Comparison of the six months and quarter ended ~~March 31,~~June 30, 2022 to the six months and quarter ended ~~March 31,~~June 30, 2021

The following table presents a reconciliation of diluted earnings per share/unit for the six months and quarter ended ~~March 31,~~June 30, 2022 as compared to the same period in 2021:

	Quarter Ended March 31			Six Months Ended June 30			Quarter Ended June 30
Diluted earnings per share/unit for period ended 2021	$	0.15		$	1.00		$	0.84
Property NOI		0.12			0.31			0.20
Interest expense		(0.02	)		(0.02	)		(0.01	)
Net gain/loss on property sales					(0.30	)		(0.30	)
Non-operating asset gains/losses					(0.06	)		(0.06	)
Depreciation expense		(0.06	)		(0.13	)		(0.06	)
Other					(0.02	)		(0.02	)
Diluted earnings per share/unit for period ended 2022	$	0.19		$	0.78		$	0.59

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The 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.

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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 results (amounts in thousands):

	Quarter Ended March 31,										Six Months Ended June 30,
	2022		2021		$ Change			% Change			2022			2021			$ Change			% Change
Operating income	$	149,738	$	135,560	$	14,178			10.5	%	$	459,672		$	512,404		$	(52,732	)		(10.3	)%
Adjustments:
Property management		30,747		26,130		4,617			17.7	%		57,306			50,585			6,721			13.3	%
General and administrative		17,238		15,383		1,855			12.1	%		33,661			30,061			3,600			12.0	%
Depreciation		229,961		199,962		29,999			15.0	%		453,767			400,635			53,132			13.3	%
Net (gain) loss on sales of real estate properties		102		43		59			137.2	%		(107,795	)		(223,695	)		115,900			(51.8	)%
Total NOI	$	427,786	$	377,078	$	50,708			13.4	%	$	896,611		$	769,990		$	126,621			16.4	%
Rental income:
Same store	$	618,357	$	573,752	$	44,605			7.8	%	$	1,258,233		$	1,136,537		$	121,696			10.7	%
Non-same store/other		34,991		23,850		11,141			46.7	%		82,145			59,124			23,021			38.9	%
Total rental income		653,348		597,602		55,746			9.3	%		1,340,378			1,195,661			144,717			12.1	%
Operating expenses:
Same store		209,991		204,890		5,101			2.5	%		408,849			397,762			11,087			2.8	%
Non-same store/other		15,571		15,634		(63	)		(0.4	)%		34,918			27,909			7,009			25.1	%
Total operating expenses		225,562		220,524		5,038			2.3	%		443,767			425,671			18,096			4.3	%
NOI:
Same store		408,366		368,862		39,504			10.7	%		849,384			738,775			110,609			15.0	%
Non-same store/other		19,420		8,216		11,204			136.4	%		47,227			31,215			16,012			51.3	%
Total NOI	$	427,786	$	377,078	$	50,708			13.4	%	$	896,611		$	769,990		$	126,621			16.4	%

Note: See Note 13 in the Notes to Consolidated Financial Statements for detail by reportable segment/market. Non-same store/other NOI results consist primarily of properties acquired in calendar years 2021 and 2022, operations from the Company’s development properties and operations prior to disposition from 2021 and 2022 sold properties.

•	The increase in same store rental income is primarily driven by strong Physical Occupancy and ~~significant~~continued growth in pricing.

•	The increase in same store operating expenses is due primarily to:

•

Utilities – A ~~$3.7~~$7.0 million increase primarily from gas and electric due to higher commodity prices;

•

Repairs and maintenance – A ~~$1.5~~$4.4 million increase primarily driven by volume and timing of maintenance and repairs along with increases in minimum wage on contracted services; and

•

On-site payroll – A ~~$1.4~~$2.9 million decrease due to improved sales and service staff utilization from various technology initiatives and higher than usual staffing vacancies during the current period.

•

The increase in non-same store/other NOI is due primarily to a positive impact of higher NOI from properties acquired during 2021 and 2022 of ~~$17.0~~$34.6 million and higher NOI from development properties in lease-up of ~~$2.4~~$7.4 million, partially offset by a negative impact of lost NOI from 2021 and 2022 dispositions of ~~$12.3 million and a negative impact of lower NOI from one former master-leased property of $0.6~~$29.1 million.

•

The increase in consolidated total NOI is primarily a result of the Company’s higher NOI from same store properties, largely due to improvement in same store revenues as noted above. Operating expense growth remains modest due to a combination of continued success in managing controllable expenses and modest growth in real estate tax expense (increased by only ~~$0.5~~$0.6 million), leading to ~~10.7%~~15.0% same store NOI growth for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 as compared to the ~~same period in 2021.~~prior year period.

See the Same Store Results section below for additional discussion of those results.

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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 management companies. These expenses increased approximately ~~$4.6~~$6.7 million or ~~17.7% during~~13.3% and approximately $2.1 million or 8.6% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period. This increase is~~periods. These increases are primarily attributable to increases in payroll-related costs, training/conference costs, legal and professional fees, temporary help/contractors costs and information technology-related costs. A portion of these costs are associated with ~~the~~ various operating initiatives such as sales-focused improvements and service enhancements that facilitate lower onsite expense growth.

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General and administrative expenses, which includes corporate operating expenses, increased approximately ~~$1.9~~$3.6 million or ~~12.1% during~~12.0% and approximately $1.7 million or 11.9% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period,~~periods, primarily due to increases in payroll-related costs, legal and professional fees and training/conference costs.

Depreciation expense, which includes depreciation on non-real estate assets, increased approximately ~~$30.0~~$53.1 million or ~~15.0% during~~13.3% and approximately $23.1 million or 11.5% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period,~~periods, primarily as a result of additional depreciation expense on properties acquired in 2021 and 2022 and development properties placed in service during 2021, partially offset by lower depreciation from properties sold in ~~2021.~~2021 and 2022.

~~Interest~~Net gain on sales of real estate properties decreased approximately $115.9 million or 51.8% and ~~other income increased~~ approximately ~~$3.3~~$115.8 million ~~during~~or 51.8% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period. The increase is~~periods, primarily as a result of a lower sales volume with the sale of one consolidated apartment property in both the six months and quarter ended June 30, 2022 as compared to the sale of five consolidated apartment properties in both the six months and quarter ended June 30, 2021.

Interest and other income decreased approximately $20.2 million or 83.0% and approximately $23.5 million or 97.5% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods. These decreases are primarily due to a gain of ~~$2.1~~$23.6 million on the sale of various investment securities ~~and $1.2 million of~~that occurred during 2021 but not during 2022, partially offset by increases in litigation settlement proceeds that occurred during 2022 but not during 2021.

Other expenses decreased approximately ~~$1.1~~$2.0 million or ~~25.6% during~~27.1% and approximately $1.0 million or 28.8% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period,~~periods, primarily due to a ~~$1.5 million~~ decline in construction defect and litigation reserves recorded between 2022 and 2021.

Interest expense, including amortization of deferred financing costs, increased approximately ~~$5.3~~$10.3 million or ~~7.7%~~7.4% and approximately $5.0 million or 7.2% for the six months and quarter ended ~~March 31,~~June 30, 2022, respectively, as compared to the prior year ~~period. The increase is~~periods. These increases are primarily due to ~~higher overall debt balances outstanding as compared to the prior year period,~~ higher overall interest rates and lower capitalized interest. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 was ~~3.65%~~3.66% as compared to ~~3.60%~~3.54% for the prior year period, and for the quarter ended June 30, 2022 was 3.68% as compared to 3.48% for the prior year period. The Company capitalized interest of approximately ~~$1.0~~$2.3 million and ~~$3.8~~$8.2 million during the six months ended June 30, 2022 and 2021, respectively, and $1.3 million and $4.4 million during the quarters ended ~~March 31,~~June 30, 2022 and 2021, respectively.

Same Store Results

Properties that the Company owned and were stabilized for all of both of the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021 (the ~~“First Quarter~~“Six-Month 2022 Same Store Properties”), which represented ~~74,675~~74,057 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 following table provides comparative total same store results and statistics for the ~~First Quarter~~Six-Month 2022 Same Store Properties:

~~First Quarter~~June YTD 2022 vs. ~~First Quarter~~June YTD 2021

Same Store Results/Statistics Including ~~74,675~~74,057 Same Store Apartment Units

$ in thousands (except for Average Rental Rate)

First Quarter 2022																	First Quarter 2021
June YTD 2022																									June YTD 2022																	June YTD 2021
	Residential			% Change			Non- Residential		% Change			Total		% Change				Residential			Non- Residential		Total			Residential			% Change			Non- Residential		% Change			Total		% Change				Residential			Non- Residential		Total
Revenues	$	595,325			7.8	%	$	23,032		6.4	%	$	618,357		7.8	%	Revenues	$	552,111		$	21,641	$	573,752		$	1,211,971			10.8	%	$	46,262		9.5	%	$	1,258,233		10.7	%	Revenues	$	1,094,291		$	42,246	$	1,136,537
Expenses	$	203,752			2.5	%	$	6,239		2.2	%	$	209,991		2.5	%	Expenses	$	198,784		$	6,106	$	204,890		$	396,666			2.8	%	$	12,183		2.0	%	$	408,849		2.8	%	Expenses	$	385,818		$	11,944	$	397,762
NOI	$	391,573			10.8	%	$	16,793		8.1	%	$	408,366		10.7	%	NOI	$	353,327		$	15,535	$	368,862		$	815,305			15.1	%	$	34,079		12.5	%	$	849,384		15.0	%	NOI	$	708,473		$	30,302	$	738,775

Average Rental Rate	$	2,757			6.2	%											Average Rental Rate	$	2,597							$	2,827			9.6	%											Average Rental Rate	$	2,580
Physical Occupancy		96.4	%		1.4	%											Physical Occupancy		95.0	%							96.5	%		1.0	%											Physical Occupancy		95.5	%
Turnover		8.7	%		(1.3	%)											Turnover		10.0	%							19.8	%		(1.5	%)											Turnover		21.3	%

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 results and statistics related to our Residential same store operations for the six months ended June 30, 2022 and 2021:

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~~The following table provides results and statistics related to our Residential same store operations for the quarters ended March 31, 2022 and 2021:~~

~~First Quarter~~June YTD 2022 vs. ~~First Quarter~~June YTD 2021

Same Store Residential Results/Statistics by Market

														Increase (Decrease) from Prior Year																							Increase (Decrease) from Prior Year
Markets/Metro Areas	Apartment Units		Q1 2022 % of Actual NOI			Q1 2022 Average Rental Rate		Q1 2022 Weighted Average Physical Occupancy %			Q1 2022 Turnover				Average Rental Rate			Physical Occupancy			Turnover			Apartment Units		June YTD 22 % of Actual NOI			June YTD 22 Average Rental Rate		June YTD 22 Weighted Average Physical Occupancy %			June YTD 22 Turnover				Average Rental Rate			Physical Occupancy			Turnover
Los Angeles		15,259		19.9	%	$	2,584		96.7	%		8.3	%			7.6	%		0.9	%		(1.6	%)		15,259		20.5	%	$	2,700		96.7	%		17.5	%			12.6	%		0.6	%		(3.0	%)
Orange County		4,028		5.7	%		2,450		97.1	%		6.3	%			11.1	%		0.1	%		(1.5	%)		4,028		5.8	%		2,555		97.2	%		15.1	%			14.6	%		(0.2	%)		(1.0	%)
San Diego		2,706		4.1	%		2,662		96.9	%		8.9	%			12.1	%		(0.3	%)		(1.6	%)		2,706		4.0	%		2,693		97.1	%		18.4	%			12.6	%		(0.6	%)		(2.1	%)
Subtotal – Southern California		21,993		29.7	%		2,569		96.8	%		8.0	%			8.8	%		0.6	%		(1.6	%)		21,993		30.3	%		2,672		96.8	%		17.2	%			12.9	%		0.3	%		(2.5	%)

San Francisco		11,630		17.7	%		3,004		96.4	%		9.5	%			2.9	%		2.8	%		(2.2	%)		11,366		17.5	%		3,085		96.6	%		18.8	%			6.9	%		2.1	%		(4.2	%)
Washington D.C.		14,322		16.6	%		2,371		96.9	%		8.2	%			2.0	%		1.0	%		(1.4	%)		14,322		16.2	%		2,402		96.8	%		19.5	%			3.5	%		0.7	%		(2.0	%)
New York		9,345		13.0	%		3,741		97.0	%		8.2	%			6.8	%		5.7	%		(0.1	%)		8,991		13.1	%		3,867		97.1	%		20.1	%			12.1	%		4.0	%		1.6	%
Seattle		9,331		11.4	%		2,385		94.6	%		11.5	%			6.2	%		(1.0	%)		0.3	%		9,331		11.3	%		2,431		95.0	%		26.1	%			9.2	%		(0.6	%)		1.2	%
Boston		6,430		9.7	%		3,054		95.9	%		7.6	%			7.0	%		0.6	%		(1.3	%)		6,430		9.7	%		3,104		96.4	%		19.5	%			9.3	%		0.8	%		(1.2	%)
Denver		1,624		1.9	%		2,207		97.4	%		10.5	%			11.2	%		1.3	%		(1.8	%)		1,624		1.9	%		2,242		97.1	%		28.7	%			12.1	%		0.5	%		1.2	%

Total		74,675		100.0	%	$	2,757		96.4	%		8.7	%			6.2	%		1.4	%		(1.3	%)		74,057		100.0	%	$	2,827		96.5	%		19.8	%			9.6	%		1.0	%		(1.5	%)

Note: The above table reflects Residential same store results only. Residential operations account for approximately 96.2% of total revenues for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022.

~~Strong~~Despite geopolitical and economic uncertainties, demand to live in our apartment communities remains robust and our financial results are accelerating as we continue to capture the significant gap between existing rent levels and market rent levels. Operating performance continues to exceed our expectations with strong demand for our apartments in all of our markets ~~has led~~leading to high Physical Occupancy, increased pricing power and a material reduction in Leasing Concessions. Key operating drivers for this performance during 2022 include:

•

Pricing – ~~There has been significant growth in pricing~~Pricing (net of Leasing Concessions) ~~compared to~~is better than expected and well above typical seasonal norms, driven by continued strong improvement across the ~~same period of 2021 across all of our markets.~~portfolio, especially in New York. The use of Leasing Concessions has also declined significantly from its peak in February 2021, outside of ~~some~~moderately elevated use in Seattle during the ~~first quarter of~~six months ended June 30, 2022.

•

Physical Occupancy – Physical Occupancy of ~~96.4%~~96.5% for the ~~first quarter of~~six months ended June 30, 2022 remained strong, exceeding ~~first quarter of~~ 2021 levels and contributing to growth in Same Store Residential Revenues.

•

Percentage of Residents Renewing and Turnover – ~~Our continued strategy~~We continue to see a high Percentage of ~~focusing on resident renewals delivered~~Residents Renewing in our portfolio, which we believe reflects both the strength of demand and quality of our product. The Percentage of Residents Renewing has been strong ~~results. We reported Turnover of 8.7%~~at 56.3% for the ~~first~~second quarter of ~~2022,~~2022. Turnover remains low at 19.8% for the ~~lowest in the Company’s history,~~six months ended June 30, 2022, reflecting a strong trend of historically high resident retention. ~~Results have been positive to date with the Percentage of Residents Renewing of 60% for the first quarter of 2022.~~

~~Same Store Residential Revenues~~In addition to these stronger fundamentals, bad debt, net has moderated in the ~~first~~second quarter of 2022 ~~were impacted~~with improvement in resident collections primarily driven by ~~higher than expected delinquency in Southern California caused by residents that were previously in good standing failing to pay their rent as they applied for funds under the California~~receipt of governmental rental assistance ~~program~~payments on behalf of our residents.

Transaction activity has recently slowed as ~~it was expanded~~buyers and ~~extended into 2022. The~~sellers adjust their expectations to a volatile economic climate and rising interest rates. While this type of environment can be challenging, the Company ~~continues~~has traditionally performed well during periods of market dislocation as we believe our lower cost of capital and flexibility in funding sources gives us a competitive advantage.

We expect elevated single family home ownership costs and positive household formation trends to ~~actively pursue payment~~buffer the impact on our business from potential economic weakness and ~~is seeing early signs~~see our affluent resident base as more resilient to rising inflation due to higher levels of ~~improved resident payment behavior in April 2022 following the expiration of the program’s eligibility period on March 31, 2022.~~disposable income and lower relative rent-to-income ratios.

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Liquidity and Capital Resources

With approximately ~~$2.4~~$2.3 billion in readily available liquidity, a strong balance sheet, limited near-term maturities, very strong credit metrics and ample access to capital markets, the Company believes it is well positioned to meet its future obligations and opportunities. See further discussion ~~below.~~

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below and Note 14 in the Notes to Consolidated Financial Statements for discussion of events, if any, subsequent to June 30, 2022.

Statements of Cash Flows

The following table sets forth our sources and uses of cash flows for the ~~quarters~~six months ended ~~March 31,~~June 30, 2022 and 2021 (amounts in thousands):

	Quarter Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
Cash flow provided by (used for):
Operating activities	$	368,056		$	346,053		$	690,874		$	576,125
Investing activities	$	(197,037	)	$	(126,345	)	$	(45,335	)	$	(55,355	)
Financing activities	$	(419,555	)	$	(221,600	)	$	(887,124	)	$	(227,997	)

The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022.

Operating Activities

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 our properties. Cash provided by operating activities for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 as compared to the prior year period, increased by approximately ~~$22.0~~$114.7 million as a direct result of the NOI and other changes discussed above in Results of Operations.

Investing Activities

Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend, capital expenditures and unconsolidated joint venture activity. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, key drivers were:

•

Acquired one consolidated rental property for approximately $113.0 million in cash;

•

Disposed of one consolidated rental property, receiving net proceeds of approximately $255.9 million;

•

Invested ~~$24.3~~$55.5 million primarily in development projects;

•

Invested ~~$35.3~~$83.3 million in capital expenditures to real estate; and

•

Invested ~~$24.9~~$48.6 million primarily in unconsolidated development joint venture entities as well as unconsolidated investments in real estate technology funds/companies for various technology initiatives.

Financing Activities

Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders and other Common Share activity. For the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, key drivers were:

•

Repaid $263.9 million of mortgage loans (inclusive of scheduled principal repayments);

•

Acquired our joint venture partner’s 25% interest in an apartment property for $32.2 million;

•

Issued Common Shares related to share option exercises and ESPP purchases and received net proceeds of ~~$15.3~~$21.3 million, which were contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis); and

•

Paid dividends/distributions on Common Shares, Preferred Shares, Units (including OP Units and restricted units) and noncontrolling interests in partially owned properties totaling approximately ~~$250.8~~$495.5 million.

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Short-Term Liquidity and Cash Proceeds

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. Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.

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The following table presents the Company’s balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of ~~March 31,~~June 30, 2022 and December 31, 2021 (amounts in thousands):

	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Cash and cash equivalents	$	41,140	$	123,832	$	45,010	$	123,832
Restricted deposits	$	70,560	$	236,404	$	73,641	$	236,404
Unsecured revolving credit facility availability	$	2,366,493	$	2,181,372	$	2,311,500	$	2,181,372

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing November 1, 2024. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be the London Interbank Offered Rate (“LIBOR”) plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating.

The unsecured revolving credit agreement contains provisions that establish a process for entering into an amendment to replace LIBOR under certain circumstances, such as the anticipated phase-out of LIBOR.

The Company may borrow up to a maximum of $1.0 billion under 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 other unsecured senior indebtedness.

	April 22, 2022			July 22, 2022
Unsecured revolving credit facility commitment	$	2,500,000		$	2,500,000
Commercial paper balance outstanding		(50,000	)		(35,037	)
Unsecured revolving credit facility balance outstanding		—			—
Other restricted amounts		(3,507	)		(3,463	)
Unsecured revolving credit facility availability	$	2,446,493		$	2,461,500

Dividend Policy

The Company declared a dividend/distribution for the first ~~quarter~~and second quarters of 2022 of $0.625 per share/unit in each quarter, an annualized increase of 3.7% over the amount paid in 2021. All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees.

Total dividends/distributions paid in ~~April~~July 2022 amounted to ~~$242.6~~$242.7 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended ~~March 31,~~June 30, 2022.

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Long-Term Financing and Capital Needs

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions 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 its unsecured notes and line of credit. Of the ~~$28.4~~$28.3 billion in investment in real estate on the Company’s balance sheet at ~~March 31,~~June 30, 2022, ~~$24.6~~$24.7 billion or ~~86.4%~~87.2% 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.

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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 total debt summary schedule as of ~~March 31,~~June 30, 2022 is as follows:

Debt Summary as of ~~March 31,~~June 30, 2022

($ in thousands)

	Debt Balances		% of Total			Debt Balances		% of Total
Secured	$	2,193,199		26.9	%	$	1,944,404		24.4	%
Unsecured		5,966,952		73.1	%		6,023,639		75.6	%
Total	$	8,160,151		100.0	%	$	7,968,043		100.0	%
Fixed Rate Debt:
Secured – Conventional	$	1,895,251		23.2	%	$	1,634,255		20.5	%
Unsecured – Public		5,836,957		71.5	%		5,838,693		73.3	%
Fixed Rate Debt		7,732,208		94.7	%		7,472,948		93.8	%
Floating Rate Debt:
Secured – Conventional		62,767		0.8	%		74,624		0.9	%
Secured – Tax Exempt		235,181		2.9	%		235,525		3.0	%
Unsecured – Revolving Credit Facility		—		—			—		—
Unsecured – Commercial Paper Program		129,995		1.6	%		184,946		2.3	%
Floating Rate Debt		427,943		5.3	%		495,095		6.2	%
Total	$	8,160,151		100.0	%	$	7,968,043		100.0	%

The Company’s long-term financing and capital needs 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, 2021.

Definitions

The definition of certain terms described above or below are as follows:

•

Acquisition Cap Rate – NOI that the Company anticipates receiving in the next 12 months (or the year two or three stabilized NOI for properties that are in lease-up at acquisition) less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross purchase price of the asset. The weighted average Acquisition Cap Rate for acquired properties is weighted based on the projected NOI streams and the relative purchase price for each respective property.

•

Average Rental Rate – Total Residential rental revenues reflected on a straight-line basis in accordance with GAAP divided by the weighted average occupied apartment units for the reporting period presented.

•

Disposition Yield – NOI that the Company anticipates giving up in the next 12 months less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures

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(generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross sales price of the asset. The weighted average Disposition Yield for sold properties is weighted based on the projected NOI streams and the relative sales price for each respective property.

•

Leasing Concessions – Reflects upfront discounts on both new move-in and renewal leases on a straight-line basis.

•

Non-Residential – Consists of revenues and expenses from retail and public parking garage operations.

•

Non-Same Store Properties – For annual comparisons, primarily includes all properties acquired during 2021 and 2022, plus any properties in lease-up and not stabilized as of January 1, 2021.

•

Percentage of Residents Renewing – Leases renewed expressed as a percentage of total renewal offers extended during the reporting period.

•

Physical Occupancy – The weighted average occupied apartment units for the reporting period divided by the average of total apartment units available for rent for the reporting period.

•

Residential – Consists of multifamily apartment revenues and expenses.

•

Same Store Properties – For annual comparisons, primarily includes all properties acquired or completed that are stabilized prior to January 1, 2021, less properties subsequently sold. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented.

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•

Same Store Residential Revenues – Revenues from our same store properties presented on a GAAP basis which reflects the impact of Leasing Concessions on a straight-line basis.

•

Turnover – Total Residential move-outs (including inter-property and intra-property transfers) divided by total Residential apartment units.

•

Unlevered Internal Rate of Return (“IRR”)– The Unlevered IRR on sold properties is the compound annual rate of return calculated by the Company based on the timing and amount of: (i) the gross purchase price of the property plus any direct acquisition costs incurred by the Company; (ii) total revenues earned during the Company’s ownership period; (iii) total direct property operating expenses (including real estate taxes and insurance) incurred during the Company’s ownership period; (iv) capital expenditures incurred during the Company’s ownership period; and (v) the gross sales price of the property net of selling costs.

Critical Accounting Policies and Estimates

The Company’s and the Operating Partnership’s 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, 2021.

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~~Funds From Operations and Normalized Funds From Operations~~

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 quarters ended March 31, 2022 and 2021:

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

	Quarter Ended March 31,						Six Months Ended June 30,						Quarter Ended June 30,
	2022			2021			2022			2021			2022			2021
Net income	$	73,798		$	60,364		$	306,476		$	388,404		$	232,678		$	328,040
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(639	)		(682	)		(1,583	)		(1,423	)		(944	)		(741	)
Preferred/preference distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Net income available to Common Shares and Units / Units		72,387			58,909			303,348			385,436			230,961			326,527
Adjustments:
Depreciation		229,961			199,962			453,767			400,635			223,806			200,673
Depreciation – Non-real estate additions		(1,052	)		(1,100	)		(2,114	)		(2,176	)		(1,062	)		(1,076	)
Depreciation – Partially Owned Properties		(893	)		(828	)		(1,554	)		(1,682	)		(661	)		(854	)
Depreciation – Unconsolidated Properties		620			617			1,240			1,233			620			616
Net (gain) loss on sales of unconsolidated entities - operating assets		(9	)		(4	)		(9	)		(4	)		—			—
Net (gain) loss on sales of real estate properties		102			43			(107,795	)		(223,695	)		(107,897	)		(223,738	)
FFO available to Common Shares and Units / Units (1) (3) (4)		301,116			257,599			646,883			559,747			345,767			302,148
Adjustments:
Impairment – non-operating assets		—			—			—			—			—			—
Write-off of pursuit costs		1,463			1,331			2,515			2,647			1,052			1,316
Debt extinguishment and preferred share redemption (gains) losses		—			264			469			264			469			—
Non-operating asset (gains) losses		(1,642	)		854			(1,330	)		(23,308	)		312			(24,162	)
Other miscellaneous items		(371	)		2,242			(185	)		3,341			186			1,099
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)	$	300,566		$	262,290		$	648,352		$	542,691		$	347,786		$	280,401

FFO (1) (3)	$	301,888		$	258,372		$	648,428		$	561,292		$	346,540		$	302,920
Preferred/preference distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
FFO available to Common Shares and Units / Units (1) (3) (4)	$	301,116		$	257,599		$	646,883		$	559,747		$	345,767		$	302,148

Normalized FFO (2) (3)	$	301,338		$	263,063		$	649,897		$	544,236		$	348,559		$	281,173
Preferred/preference distributions		(772	)		(773	)		(1,545	)		(1,545	)		(773	)		(772	)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)	$	300,566		$	262,290		$	648,352		$	542,691		$	347,786		$	280,401

(1)

The National Association of Real Estate Investment Trusts (“Nareit”) defines funds from operations (“FFO”) (December 2018 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains or losses from sales and impairment write-downs of depreciable real estate and land when connected to the main business of a REIT, impairment write-downs of investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and depreciation and amortization related to real estate. Adjustments for partially owned consolidated and unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.

(2)	Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:

•

the impact of any expenses relating to non-operating asset impairment;

•

pursuit cost write-offs;

•

gains and losses from early debt extinguishment and preferred share redemptions;

•

gains and losses from non-operating assets; and

•

other miscellaneous items.

(3)

The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses from sales and impairment write-downs of depreciable real estate and excluding depreciation related to real estate (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares

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and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Company’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

(4)

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s and the Operating Partnership’s market risk has not changed materially from the amounts and information reported in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. See Note 10 in the Notes to Consolidated Financial Statements for additional discussion of fair value measurements.

Item 4. Controls and Procedures

Equity Residential

(a)

Evaluation of Disclosure Controls and Procedures:

Effective as of ~~March 31,~~June 30, 2022, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)

Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the ~~first~~second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership

(a)

Evaluation of Disclosure Controls and Procedures:

Effective as of ~~March 31,~~June 30, 2022, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)

Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the ~~first~~second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of ~~March 31,~~June 30, 2022, the Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

Item 1A. Risk Factors

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

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

During the quarter ended ~~March 31,~~June 30, 2022, EQR issued ~~6,756~~24,333 Common Shares in exchange for ~~6,756~~24,333 OP Units held by various limited partners of ERPOP. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits – See the Exhibit Index.

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EXHIBIT INDEX

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

Exhibit		Description	Location
10.1		~~Form of~~Distribution Agreement, dated May 18, 2022 ~~Long-Term Incentive Plan Award Agreement.~~.	~~Attached herein.~~Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022.

10.2		Form of Master Forward Sale Confirmation.	Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022.

31.1		Equity Residential – Certification of Mark J. Parrell, Chief Executive Officer.	Attached herein.

31.2		Equity Residential – Certification of Robert A. Garechana, Chief Financial Officer.	Attached herein.

31.3		ERP Operating Limited Partnership – Certification of Mark J. Parrell, Chief Executive Officer of Registrant’s General Partner.	Attached herein.

31.4		ERP Operating Limited Partnership – Certification of Robert A. Garechana, Chief Financial Officer of Registrant’s General Partner.	Attached herein.

32.1		Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company.	Attached herein.

32.2		Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of the Company.	Attached herein.

32.3		ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of Registrant’s General Partner.	Attached herein.

32.4		ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of Registrant’s General Partner.	Attached herein.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
	��
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		EQUITY RESIDENTIAL

Date:	~~April~~July 29, 2022	By:	/s/ Robert A. Garechana
			Robert A. Garechana
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date:	~~April~~July 29, 2022	By:	/s/ Ian S. Kaufman
			Ian S. Kaufman
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

		ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER

Date:	~~April~~July 29, 2022	By:	/s/ Robert A. Garechana
			Robert A. Garechana
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date:	~~April~~July 29, 2022	By:	/s/ Ian S. Kaufman
			Ian S. Kaufman
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company