UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~ EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-Q~~ D.C. 20549

þFORM ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~10-Q

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~MARCH~~SECTION ~~31,~~13 ~~2011~~OR 15(d) OF

ORTHE SECURITIES EXCHANGE ACT OF 1934

oFor ~~TRANSITION~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~MARCH 31, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2015

~~For the transition period from ________________ to ________________~~OR

~~Commission~~¨ ~~File~~TRANSITION ~~Number:~~REPORT ~~0-24920~~ PURSUANT TO SECTION 13 OR 15(d) OF

~~ERP~~THE ~~OPERATING~~SECURITIES ~~LIMITED~~EXCHANGE ~~PARTNERSHIP~~ ACT OF 1934

~~(Exact~~For ~~name~~the oftransition ~~Registrant~~period ~~as Specified in Its Charter)~~from to

Illinois		36-3894853
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Commission File Number: 1-12252 (Equity Residential)

~~Two~~Commission ~~North~~File ~~Riverside~~Number: ~~Plaza,~~0-24920 ~~Chicago, Illinois~~ (~~Address~~ERP ofOperating ~~Principal~~Limited ~~Executive Offices~~Partnership) ~~60606 (Zip Code)~~

~~(312) 474-1300 (Registrant’s~~EQUITY ~~Telephone Number, Including Area Code)~~RESIDENTIAL

~~Indicate~~ERP byOPERATING ~~check~~LIMITED 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. Yes þ No o PARTNERSHIP

~~Indicate~~(Exact byname ~~check~~of ~~mark whether the~~ registrant ~~has~~as ~~submitted~~specified ~~electronically~~in ~~and posted on~~ its ~~corporate~~ ~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~charter) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o~~

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



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)

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant ~~Non-accelerated~~(1) has ~~filer~~filed þall ~~Smaller~~reports ~~reporting~~required ~~company~~to obe filed by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifSecurities aExchange ~~smaller~~Act ~~reporting~~of ~~company~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Indicate~~Equity byResidential ~~check~~Yes ~~mark~~x ~~whether~~No ~~the~~¨ ~~registrant~~ERP isOperating aLimited ~~shell~~Partnership ~~company (as defined in Rule 12b-2 of the Exchange Act).~~ Yes ox No þ o

~~ERP~~Indicate ~~OPERATING~~by ~~LIMITED~~check ~~PARTNERSHIP~~ mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~TABLE~~Equity OFResidential ~~CONTENTS~~ Yes x No ¨ ERP Operating Limited Partnership Yes x No o

		PAGE
PART I.
Item 1. Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010		2
Consolidated Statements of Operations for the quarters ended March 31, 2011 and 2010		3 to 4
Consolidated Statements of Cash Flows for the quarters ended March 31, 2011 and 2010		5 to 7
Consolidated Statement of Changes in Capital for the quarter ended March 31, 2011		8 to 9
Notes to Consolidated Financial Statements		10 to 27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28 to 44
Item 3. Quantitative and Qualitative Disclosures about Market Risk		44
Item 4. Controls and Procedures		44
PART II.
Item 1. Legal Proceedings		45
Item 1A. Risk Factors		45
Item 6. Exhibits		45
EX-31.1
EX-31.2
EX-32.1
EX-32.2

~~Table~~Equity ofResidential: ~~Contents~~Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

ERP ~~OPERATING~~Operating ~~LIMITED~~Limited ~~PARTNERSHIP CONSOLIDATED~~Partnership: ~~BALANCE~~Large ~~SHEETS~~ accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (~~Amounts~~Do innot ~~thousands~~check if a smaller reporting company) ~~(Unaudited)~~ Smaller reporting company ¨

	March 31,			December 31,
	2011			2010
ASSETS
Investment in real estate
Land	$	4,107,769		$	4,110,275
Depreciable property		15,279,033			15,226,512
Projects under development		97,151			130,337
Land held for development		211,968			235,247
Investment in real estate		19,695,921			19,702,371
Accumulated depreciation		(4,424,078	)		(4,337,357	)
Investment in real estate, net		15,271,843			15,365,014
Cash and cash equivalents		306,072			431,408
Investments in unconsolidated entities		3,533			3,167
Deposits — restricted		309,605			180,987
Escrow deposits — mortgage		12,087			12,593
Deferred financing costs, net		39,182			42,033
Other assets		133,007			148,992
Total assets	$	16,075,329		$	16,184,194
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	4,583,545		$	4,762,896
Notes, net		5,092,967			5,185,180
Lines of credit		—			—
Accounts payable and accrued expenses		80,385			39,452
Accrued interest payable		71,972			98,631
Other liabilities		260,873			304,202
Security deposits		60,784			60,812
Distributions payable		106,020			140,905
Total liabilities		10,256,546			10,592,078
Commitments and contingencies
Redeemable Limited Partners		416,334			383,540
Capital:
Partners’ Capital:
Preference Units		200,000			200,000
General Partner		5,129,472			4,948,004
Limited Partners		115,924			110,399
Accumulated other comprehensive (loss)		(50,634	)		(57,818	)
Total partners’ capital		5,394,762			5,200,585
Noncontrolling Interests — Partially Owned Properties		7,687			7,991
Total capital		5,402,449			5,208,576
Total liabilities and capital	$	16,075,329		$	16,184,194

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

~~See~~Equity ~~accompanying~~Residential ~~notes~~ Yes ¨ No x ERP Operating Limited Partnership Yes ¨ No x

2 The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on April 30, 2015 was 363,988,765.

Table of Contents

~~ERP~~EXPLANATORY ~~OPERATING LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands except per Unit data) (Unaudited)~~ NOTE

	Quarter Ended March 31,
	2011			2010
REVENUES
Rental income	$	518,817		$	462,577
Fee and asset management		1,806			2,422
Total revenues		520,623			464,999
EXPENSES
Property and maintenance		128,357			120,203
Real estate taxes and insurance		56,024			55,575
Property management		22,381			20,492
Fee and asset management		948			1,958
Depreciation		167,968			146,042
General and administrative		11,435			10,721
Total expenses		387,113			354,991
Operating income		133,510			110,008
Interest and other income		972			2,220
Other expenses		(2,164	)		(4,383	)
Interest:
Expense incurred, net		(121,376	)		(114,111	)
Amortization of deferred financing costs		(3,023	)		(2,996	)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities and discontinued operations		7,919			(9,262	)
Income and other tax (expense) benefit		(192	)		(159	)
(Loss) from investments in unconsolidated entities		—			(464	)
Net gain on sales of unconsolidated entities		—			478
Income (loss) from continuing operations		7,727			(9,407	)
Discontinued operations, net		125,339			67,263
Net income		133,066			57,856
Net loss attributable to Noncontrolling Interests — Partially Owned Properties		40			250
Net income attributable to controlling interests	$	133,106		$	58,106
ALLOCATION OF NET INCOME:
Preference Units	$	3,466		$	3,620
General Partner	$	123,865		$	51,863
Limited Partners		5,775			2,623
Net income available to Units	$	129,640		$	54,486
Earnings per Unit — basic:
Income (loss) from continuing operations available to Units	$	0.01		$	(0.04	)
Net income available to Units	$	0.42		$	0.18
Weighted average Units outstanding		306,248			294,450
Earnings per Unit — diluted:
Income (loss) from continuing operations available to Units	$	0.01		$	(0.04	)
Net income available to Units	$	0.42		$	0.18
Weighted average Units outstanding		310,467			294,450
Distributions declared per Unit outstanding	$	0.3375		$	0.3375

This report combines the reports on Form 10-Q for the quarterly period ended March 31, 2015 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:

~~See~~EQR ~~accompanying~~is ~~notes~~ the general partner of, and as of March 31, 2015 owned an approximate 96.2% ownership interest in, ERPOP. The remaining 3.8% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP's day-to-day management.

3 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. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in ERPOP, which is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ERPOP's partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the Common Shares.

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

~~ERP~~• ~~OPERATING~~enhances ~~LIMITED~~investors' ~~PARTNERSHIP CONSOLIDATED~~understanding ~~STATEMENTS~~of OFthe ~~OPERATIONS~~Company ~~(Continued) (Amounts~~and the Operating Partnership by enabling investors to view the business as a whole in ~~thousands~~the ~~except~~same ~~per~~manner ~~Unit~~as ~~data) (Unaudited)~~ management views and operates the business;

	Quarter Ended March 31,
	2011		2010
Comprehensive income:
Net income	$	133,066	$	57,856
Other comprehensive income (loss) — derivative instruments:
Unrealized holding gains (losses) arising during the period		6,082		(13,503	)
Losses reclassified into earnings from other comprehensive income		956		726
Other comprehensive income (loss) — other instruments:
Unrealized holding gains (losses) arising during the period		146		(159	)
Comprehensive income		140,250		44,920
Comprehensive loss attributable to Noncontrolling Interests — Partially Owned Properties		40		250
Comprehensive income attributable to controlling interests	$	140,290	$	45,170


•	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

~~See~~• ~~accompanying~~creates ~~notes~~ time and cost efficiencies through the preparation of one combined report instead of two separate reports.

4 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.

~~Table~~The Company believes it is important to understand the few differences between EQR and ERPOP in the context of ~~Contents~~how EQR and ERPOP operate as a consolidated company. All of the Company's property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR's primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time and guarantees certain debt of ERPOP, as disclosed in this report. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by EQR, which are contributed to

~~ERP~~Table ~~OPERATING~~of ~~LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)~~ Contents

	Quarter Ended March 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	133,066		$	57,856
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		169,363			152,734
Amortization of deferred financing costs		3,074			3,197
Amortization of discounts and premiums on debt		373			565
Amortization of deferred settlements on derivative instruments		822			593
Write-off of pursuit costs		1,683			1,046
Loss from investments in unconsolidated entities		—			464
Distributions from unconsolidated entities — return on capital		41			61
Net (gain) on sales of unconsolidated entities		—			(478	)
Net (gain) on sales of discontinued operations		(123,754	)		(60,036	)
Unrealized loss on derivative instruments		—			1
Compensation paid with Company Common Shares		6,524			5,757
Changes in assets and liabilities:
Decrease (increase) in deposits — restricted		1,557			(1,000	)
Decrease in other assets		5,771			1,798
Increase in accounts payable and accrued expenses		44,531			39,148
(Decrease) in accrued interest payable		(26,659	)		(32,954	)
(Decrease) in other liabilities		(28,836	)		(20,005	)
(Decrease) increase in security deposits		(28	)		3,373
Net cash provided by operating activities		187,528			152,120
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate — acquisitions		(123,868	)		(498,272	)
Investment in real estate — development/other		(29,840	)		(31,347	)
Improvements to real estate		(29,891	)		(25,691	)
Additions to non-real estate property		(2,677	)		(353	)
Interest capitalized for real estate and unconsolidated entities under development		(1,700	)		(4,365	)
Proceeds from disposition of real estate, net		258,212			105,071
Investments in unconsolidated entities		(366	)		—
Distributions from unconsolidated entities — return of capital		—			1,303
(Increase) decrease in deposits on real estate acquisitions, net		(107,878	)		182,203
Decrease (increase) in mortgage deposits		506			(3,383	)
Acquisition of Noncontrolling Interests — Partially Owned Properties		(504	)		—
Net cash (used for) investing activities		(38,006	)		(274,834	)

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

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

5 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.

~~Table~~This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of ~~Contents~~the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

~~ERP~~In ~~OPERATING~~order ~~LIMITED~~to ~~PARTNERSHIP CONSOLIDATED~~highlight ~~STATEMENTS~~the OFdifferences ~~CASH~~between ~~FLOWS~~the ~~(Continued) (Amounts~~Company and the Operating Partnership, the separate sections in ~~thousands) (Unaudited~~ 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.

	Quarter Ended March 31,
	2011			2010
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(223	)	$	(1,435	)
Mortgage notes payable:
Proceeds		707			55,664
Restricted cash		(22,297	)		7,427
Lump sum payoffs		(200,733	)		(149,409	)
Scheduled principal repayments		(4,223	)		(4,059	)
Notes, net:
Lump sum payoffs		(93,096	)		—
Lines of credit:
Proceeds		—			1,469,125
Repayments		—			(1,378,125	)
Proceeds from sale of OP Units		154,508			73,356
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)		2,742			2,478
Proceeds from exercise of EQR options		32,719			19,215
OP Units repurchased and retired		—			(1,887	)
Payment of offering costs		(2,352	)		(604	)
Contributions — Noncontrolling Interests — Partially Owned Properties		—			222
Distributions:
OP Units — General Partner		(132,655	)		(93,317	)
Preference Units		(3,466	)		(3,620	)
OP Units — Limited Partners		(6,225	)		(4,794	)
Noncontrolling Interests — Partially Owned Properties		(264	)		(625	)
Net cash (used for) financing activities		(274,858	)		(10,388	)
Net (decrease) in cash and cash equivalents		(125,336	)		(133,102	)
Cash and cash equivalents, beginning of period		431,408			193,288
Cash and cash equivalents, end of period	$	306,072		$	60,186

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.

~~See~~Table ~~accompanying~~of ~~notes~~ Contents

6 TABLE OF CONTENTS




	PAGE
PART I.

Item 1. Financial Statements of Equity Residential:

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	2

Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2015 and 2014	3 to 4

Consolidated Statements of Cash Flows for the quarters ended March 31, 2015 and 2014	5 to 7

Consolidated Statement of Changes in Equity for the quarter ended March 31, 2015	8 to 9

Financial Statements of ERP Operating Limited Partnership:

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	10

Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2015 and 2014	11 to 12

Consolidated Statements of Cash Flows for the quarters ended March 31, 2015 and 2014	13 to 15

Consolidated Statement of Changes in Capital for the quarter ended March 31, 2015	16 to 17

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	42 to 62

Item 3. Quantitative and Qualitative Disclosures about Market Risk	62

Item 4. Controls and Procedures	62

PART II.

Item 1. Legal Proceedings	63

Item 1A. Risk Factors	63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3. Defaults Upon Senior Securities	63

Item 4. Mine Safety Disclosures	63

Item 5. Other Information	63

Item 6. Exhibits	63

~~ERP~~Table ~~OPERATING~~of ~~LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts in thousands) (Unaudited)~~ Contents

	Quarter Ended March 31,
	2011			2010
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	146,514		$	144,902
Net cash paid (received) for income and other taxes	$	341		$	(1,850	)
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	26,900		$	145,660
Valuation of OP Units issued	$	—		$	7,383
Mortgage loans (assumed) by purchaser	$	—		$	(39,999	)
Amortization of deferred financing costs:
Investment in real estate, net	$	—		$	(600	)
Deferred financing costs, net	$	3,074		$	3,797
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(1,858	)	$	(1,563	)
Notes, net	$	2,231		$	2,128
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(134	)	$	(133	)
Accumulated other comprehensive income	$	956		$	726
Unrealized loss on derivative instruments:
Other assets	$	810		$	7,579
Mortgage notes payable	$	(144	)	$	16
Notes, net	$	(1,348	)	$	2,725
Other liabilities	$	(5,400	)	$	3,184
Accumulated other comprehensive income (loss)	$	6,082		$	(13,503	)
Interest capitalized for real estate and unconsolidated entities under development
Investment in real estate, net	$	(1,659	)	$	(4,365	)
Investments in unconsolidated entities	$	(41	)	$	—
Other
Receivable on sale of OP Units	$	—		$	37,550
Transfer from notes, net to mortgage notes payable	$	—		$	35,600

EQUITY RESIDENTIAL

~~See~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes~~ SHEETS

7 (Amounts in thousands except for share amounts)

(Unaudited)



	March 31, 2015			December 31, 2014
ASSETS
Investment in real estate
Land	$	6,357,580		$	6,295,404
Depreciable property	20,024,497			19,851,504
Projects under development	1,269,784			1,343,919
Land held for development	143,997			184,556
Investment in real estate	27,795,858			27,675,383
Accumulated depreciation	(5,600,485		)	(5,432,805		)
Investment in real estate, net	22,195,373			22,242,578
Cash and cash equivalents	49,418			40,080
Investments in unconsolidated entities	89,284			105,434
Deposits – restricted	203,800			72,303
Escrow deposits – mortgage	50,659			48,085
Deferred financing costs, net	55,791			58,380
Other assets	384,723			383,754
Total assets	$	23,029,048		$	22,950,614

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,957,876		$	5,086,515
Notes, net	5,430,806			5,425,346
Line of credit and commercial paper	470,826			333,000
Accounts payable and accrued expenses	202,110			153,590
Accrued interest payable	84,670			89,540
Other liabilities	383,057			389,915
Security deposits	75,294			75,633
Distributions payable	208,954			188,566
Total liabilities	11,813,593			11,742,105

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership	541,866			500,733
Equity:
Shareholders’ equity:
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 803,600 shares issued and outstanding as of March 31, 2015 and 1,000,000 shares issued and outstanding as of December 31, 2014	40,180			50,000
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 363,968,420 shares issued and outstanding as of March 31, 2015 and 362,855,454 shares issued and outstanding as of December 31, 2014	3,640			3,629
Paid in capital	8,539,115			8,536,340
Retained earnings	1,928,449			1,950,639
Accumulated other comprehensive (loss)	(180,022		)	(172,152		)
Total shareholders’ equity	10,331,362			10,368,456
Noncontrolling Interests:
Operating Partnership	219,566			214,411
Partially Owned Properties	122,661			124,909
Total Noncontrolling Interests	342,227			339,320
Total equity	10,673,589			10,707,776
Total liabilities and equity	$	23,029,048		$	22,950,614

~~ERP~~See ~~OPERATING~~accompanying ~~LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL (Amounts in thousands) (Unaudited)~~ notes

	Quarter Ended
	March 31, 2011
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of year	$	200,000
Balance, end of period	$	200,000
GENERAL PARTNER
Balance, beginning of year	$	4,948,004
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		737
Issuance of OP Units		154,508
Exercise of EQR share options		32,719
EQR’s Employee Share Purchase Plan (ESPP)		2,742
Conversion of EQR restricted shares to LTIP Units		(3,934	)
Share-based employee compensation expense:
EQR restricted shares		2,711
EQR share options		2,751
EQR ESPP discount		689
Offering costs		(2,352	)
Net income available to Units — General Partner		123,865
OP Units — General Partner distributions		(99,354	)
Supplemental Executive Retirement Plan (SERP)		(108	)
Acquisition of Noncontrolling Interests — Partially Owned Properties		(504	)
Change in market value of Redeemable Limited Partners		(29,294	)
Adjustment for Limited Partners ownership in Operating Partnership		(3,708	)
Balance, end of period	$	5,129,472
LIMITED PARTNERS
Balance, beginning of year	$	110,399
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		(737	)
Conversion of EQR restricted shares to LTIP Units		3,934
Equity compensation associated with Units — Limited Partners		986
Net income available to Units — Limited Partners		5,775
Units — Limited Partners distributions		(4,641	)
Change in carrying value of Redeemable Limited Partners		(3,500	)
Adjustment for Limited Partners ownership in Operating Partnership		3,708
Balance, end of period	$	115,924
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(57,818	)
Accumulated other comprehensive income — derivative instruments:
Unrealized holding gains arising during the period		6,082
Losses reclassified into earnings from other comprehensive income		956
Accumulated other comprehensive income — other instruments:
Unrealized holding gains arising during the period		146
Balance, end of period	$	(50,634	)

~~See~~Table ~~accompanying~~of ~~notes~~ Contents

8 EQUITY RESIDENTIAL

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF OPERATIONS AND COMPREHENSIVE INCOME

~~ERP~~(Amounts ~~OPERATING~~in ~~LIMITED~~thousands ~~PARTNERSHIP CONSOLIDATED~~except ~~STATEMENT~~per OFshare ~~CHANGES IN CAPITAL (Continued~~data) ~~(Amounts in thousands) (Unaudited)~~

	Quarter Ended
	March 31, 2011
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS — PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	7,991
Net (loss) attributable to Noncontrolling Interests		(40	)
Distributions to Noncontrolling Interests		(264	)
Balance, end of period	$	7,687

(Unaudited)

See accompanying notes



	Quarter Ended March 31,
	2015			2014
REVENUES
Rental income	$	664,606		$	630,725
Fee and asset management	1,765			2,717
Total revenues	666,371			633,442

EXPENSES
Property and maintenance	124,560			125,566
Real estate taxes and insurance	86,432			82,094
Property management	21,444			22,118
Fee and asset management	1,321			1,662
Depreciation	194,521			185,167
General and administrative	19,922			17,576
Total expenses	448,200			434,183

Operating income	218,171			199,259

Interest and other income	120			605
Other expenses	70			(664		)
Interest:
Expense incurred, net	(108,622		)	(113,049		)
Amortization of deferred financing costs	(2,589		)	(2,792		)
Income before income and other taxes, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of real estate properties and land parcels and discontinued operations	107,150			83,359
Income and other tax (expense) benefit	(43		)	(240		)
Income (loss) from investments in unconsolidated entities	2,963			(1,409		)
Net gain on sales of real estate properties	79,951			—
Net (loss) on sales of land parcels	(1		)	(30		)
Income from continuing operations	190,020			81,680
Discontinued operations, net	204			1,052
Net income	190,224			82,732
Net (income) attributable to Noncontrolling Interests:
Operating Partnership	(7,059		)	(3,093		)
Partially Owned Properties	(643		)	(504		)
Net income attributable to controlling interests	182,522			79,135
Preferred distributions	(891		)	(1,036		)
Premium on redemption of Preferred Shares	(2,789		)	—
Net income available to Common Shares	$	178,842		$	78,099

Earnings per share – basic:
Income from continuing operations available to Common Shares	$	0.49		$	0.21
Net income available to Common Shares	$	0.49		$	0.22
Weighted average Common Shares outstanding	363,098			360,470

Earnings per share – diluted:
Income from continuing operations available to Common Shares	$	0.49		$	0.21
Net income available to Common Shares	$	0.49		$	0.22
Weighted average Common Shares outstanding	380,327			376,384

Distributions declared per Common Share outstanding	$	0.5525		$	0.50

9 See accompanying notes

~~Table of Contents~~3

~~ERP~~Table ~~OPERATING~~of ~~LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~ Contents

1.EQUITY ~~Business~~RESIDENTIAL

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

~~EQR~~(Amounts ~~is the general partner of, and as of March 31, 2011 owned an approximate 95.5% ownership interest~~ in ~~ERPOP.~~thousands ~~All~~except ofper ~~EQR’s~~share property ownership, development and related business operations are conducted through ERPOP and its subsidiaries. References to the “Operating Partnership” include ERPOP and those entities owned or controlled by it. References to the “Company” mean EQR and the Operating Partnership. data)

As of March 31, 2011, the Operating Partnership, directly or indirectly through investments in title holding entities, owned all or a portion of 442 properties located in 17 states and the District of Columbia consisting of 127,711 apartment units. The ownership breakdown includes (~~table does not include various uncompleted development properties~~Unaudited):

	Properties			Apartment Units
	Quarter Ended March 31,
Wholly Owned Properties		417			118,078
	2015			2014
Partially Owned Properties — Consolidated		23			4,828
Comprehensive income:
Military Housing		2			4,805
Net income	$	190,224		$	82,732
		442			127,711
Other comprehensive (loss):
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(11,788		)	(11,952		)
Losses reclassified into earnings from other comprehensive income	4,338			4,129
Other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the period	(420		)	91
Other comprehensive (loss)	(7,870		)	(7,732		)
Comprehensive income	182,354			75,000
Comprehensive (income) attributable to Noncontrolling Interests	(7,402		)	(3,302		)
Comprehensive income attributable to controlling interests	$	174,952		$	71,698

2.See ~~Summary~~accompanying ~~of Significant Accounting Policies~~ notes

~~Basis of Presentation~~ 4

~~The~~Table 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 promulgated under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the quarter ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. Contents

InEQUITY preparation of the Operating Partnership’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. RESIDENTIAL

~~The~~CONSOLIDATED ~~balance~~STATEMENTS ~~sheet~~OF atCASH December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. FLOWS

~~For~~(Amounts ~~further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included~~ in ~~the Operating Partnership’s annual report on Form 10-K for the year ended December 31, 2010.~~ thousands)

~~Income and Other Taxes~~ (Unaudited)

The Operating Partnership generally is not liable for federal income taxes as the partners recognize their proportionate share of the Operating Partnership’s income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Operating Partnership has generally only incurred certain state and local income, excise and franchise taxes. The Operating Partnership has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries, primarily those entities engaged in condominium conversion and corporate housing activities and as a result, these entities will incur both federal and state income taxes on any taxable income of such



	Quarter Ended March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	190,224		$	82,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	194,521			185,167
Amortization of deferred financing costs	2,589			2,792
Amortization of above/below market leases	846			829
Amortization of discounts and premiums on debt	(3,751		)	(2,938		)
Amortization of deferred settlements on derivative instruments	4,205			3,996
Write-off of pursuit costs	493			452
(Income) loss from investments in unconsolidated entities	(2,963		)	1,409
Distributions from unconsolidated entities – return on capital	516			914
Net (gain) on sale of investment securities	—			(21		)
Net (gain) on sales of real estate properties	(79,951		)	—
Net loss on sales of land parcels	1			30
Net (gain) on sales of discontinued operations	—			(71		)
Unrealized loss (gain) on derivative instruments	24			(3		)
Compensation paid with Company Common Shares	13,610			12,981
Changes in assets and liabilities:
Decrease (increase) in deposits – restricted	290			(418		)
(Increase) decrease in mortgage deposits	(456		)	375
(Increase) decrease in other assets	(4,237		)	18,613
Increase in accounts payable and accrued expenses	45,450			55,263
(Decrease) in accrued interest payable	(4,870		)	(169		)
(Decrease) in other liabilities	(8,307		)	(26,194		)
(Decrease) increase in security deposits	(339		)	1,143
Net cash provided by operating activities	347,895			336,882

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(6,720		)	(148,535		)
Investment in real estate – development/other	(146,194		)	(122,340		)
Capital expenditures to real estate	(38,170		)	(32,191		)
Non-real estate capital additions	(469		)	(159		)
Interest capitalized for real estate and unconsolidated entities under development	(15,313		)	(12,792		)
Proceeds from disposition of real estate, net	142,931			—
Investments in unconsolidated entities	(2,410		)	(6,254		)
Distributions from unconsolidated entities – return of capital	18,969			7,680
Proceeds from sale of investment securities	—			21
(Increase) decrease in deposits on real estate acquisitions and investments, net	(131,787		)	12,904
(Increase) in mortgage deposits	(59		)	(91		)
Net cash (used for) investing activities	(179,222		)	(301,757		)

10 See accompanying notes

~~Table of Contents~~5

~~entities~~Table ~~after consideration~~ of ~~any net operating losses.~~ Contents

~~Deferred~~EQUITY tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Operating Partnership’s deferred tax assets are generally the result of tax affected amortization of goodwill, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2011, the Operating Partnership has recorded a deferred tax asset of approximately $38.7 million, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income. RESIDENTIAL

~~Other~~ CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Effective January 1, 2010, in an effort to improve financial standards for transfers of financial assets, more stringent conditions for reporting a transfer of a portion of a financial asset as a sale (~~e.g.~~Amounts loan participations) are required, the concept of a “qualifying special-purpose entity” and special guidance for guaranteed mortgage securitizations are eliminated, other sale-accounting criteria is clarified and the initial measurement of a transferor’s interest in ~~transferred financial assets is changed. This does not have a material effect on the Operating Partnership’s consolidated results of operations or financial position.~~ thousands)

~~Effective January 1, 2010, the analysis for identifying the primary beneficiary of a Variable Interest Entity~~ (~~“VIE”~~Unaudited) has been simplified by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The analysis requires the primary beneficiary of a VIE to be identified as the party that both (a) has the power to direct the activities of a VIE that most significantly impact its economic performance and (b) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. For the Operating Partnership, this includes its consolidated development partnerships as the Operating Partnership provides substantially all of the capital for these ventures (other than third party mortgage debt, if any). For the Operating Partnership, these requirements affected only disclosures and had no impact on the Operating Partnership’s consolidated results of operations or financial position. See Note 6 for further discussion.

The Operating Partnership is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. The Operating Partnership is the controlling partner in various consolidated partnerships owning 23 properties and 4,828 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $7.7 million at March 31, 2011. Some of these partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Operating Partnership, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of March 31, 2011, the Operating Partnership estimates the value of Noncontrolling Interest distributions would have been approximately $64.1 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on March 31, 2011 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Operating Partnership’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Operating Partnership has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.



	Quarter Ended March 31,
	2015			2014
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(60	)
Mortgage deposits	(2,059		)	(1,643		)
Mortgage notes payable:
Lump sum payoffs	(121,326		)	—
Scheduled principal repayments	(2,746		)	(3,034		)
Line of credit and commercial paper:
Line of credit proceeds	1,997,000			1,751,000
Line of credit repayments	(2,200,000		)	(1,568,000		)
Commercial paper proceeds	1,155,228			—
Commercial paper repayments	(814,600		)	—
(Payments on) settlement of derivative instruments	(25		)	—
Proceeds from Employee Share Purchase Plan (ESPP)	1,927			1,741
Proceeds from exercise of options	32,213			15,785
Common Shares repurchased and retired	—			(1,777		)
Redemption of Preferred Shares	(9,820		)	—
Premium on redemption of Preferred Shares	(2,789		)	—
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,501		)
Contributions – Noncontrolling Interests – Partially Owned Properties	—			5,684
Contributions – Noncontrolling Interests – Operating Partnership	1			3
Distributions:
Common Shares	(181,408		)	(234,282		)
Preferred Shares	(891		)	(1,036		)
Noncontrolling Interests – Operating Partnership	(7,149		)	(9,217		)
Noncontrolling Interests – Partially Owned Properties	(2,891		)	(4,113		)
Net cash (used for) financing activities	(159,335		)	(51,450		)
Net increase (decrease) in cash and cash equivalents	9,338			(16,325		)
Cash and cash equivalents, beginning of period	40,080			53,534
Cash and cash equivalents, end of period	$	49,418		$	37,209

Effective January 1, 2010, companies are required to separately disclose the amounts of significant transfers of assets and liabilities into and out of Level 1, Level 2 and Level 3 of the fair value hierarchy and the reasons for those transfers. Companies must also develop and disclose their policy for determining when transfers between levels are recognized. In addition, companies are required to provide fair value disclosures for each class rather than each major category of assets and liabilities. For fair value measurements using significant other observable inputs (Level 2) or significant unobservable inputs (Level 3), companies are required to disclose the valuation technique and the inputs used in determining fair value for each class of assets and liabilities. This does not have a material effect on the Operating Partnership’s consolidated results of operations or financial position. See ~~Note~~accompanying ~~11 for further discussion.~~ notes

Effective January 1, 2011, companies are required to separately disclose purchases, sales, issuances and settlements on a gross basis in the reconciliation of recurring Level 3 fair value measurements. This does not have a 6

11 Table of Contents

~~Table~~EQUITY ~~of Contents~~RESIDENTIAL

~~material~~CONSOLIDATED ~~effect~~STATEMENTS onOF ~~the~~CASH ~~Operating~~FLOWS ~~Partnership’s consolidated results of operations or financial position. See Note 11 for further discussion.~~ (Continued)

Effective January 1, 2009, issuers of certain convertible debt instruments that may be settled in cash on conversion were required to separately account for the liability and equity components of the instrument in a manner that reflects each issuer’s nonconvertible debt borrowing rate. As the Operating Partnership is required to apply this retrospectively, the accounting for the Operating Partnership’s $650.0 million (~~$482.5 million~~Amounts ~~outstanding at March 31, 2011) 3.85% convertible unsecured notes that were issued~~ in August 2006 and mature in August 2026 was affected. The Operating Partnership recognized $4.6 million and $4.6 million in interest expense related to the stated coupon rate of 3.85% for the quarters ended March 31, 2011 and 2010, respectively. The amount of the conversion option as of the date of issuance calculated by the Operating Partnership using a 5.80% effective interest rate was $44.3 million and is being amortized to interest expense over the expected life of the convertible notes (through the first put date on August 18, 2011thousands). Total amortization of the cash discount and conversion option discount on the unsecured notes resulted in a reduction to earnings of approximately $2.0 million and $1.9 million, respectively, or $0.01 per Unit and $0.01 per Unit, respectively, for the quarters ended March 31, 2011 and 2010, and is anticipated to result in a reduction to earnings of approximately $5.0 million or $0.02 per Unit during the full year of 2011. In addition, the Operating Partnership decreased the January 1, 2009 balance of retained earnings (included in general partner’s capital) by $27.0 million, decreased the January 1, 2009 balance of notes by $17.3 million and increased the January 1, 2009 balance of paid in capital (included in general partner’s capital) by $44.3 million. The carrying amount of the conversion option remaining in paid in capital (included in general partner’s capital) was $44.3 million at both March 31, 2011 and December 31, 2010. The unamortized cash and conversion option discounts totaled $3.0 million and $5.0 million at March 31, 2011 and December 31, 2010, respectively.

(Unaudited)

3. Capital and Redeemable Limited Partners



	Quarter Ended March 31,
	2015			2014
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	113,113		$	112,152
Net cash paid for income and other taxes	$	718		$	596
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(4,567	)	$	(3,506	)
Notes, net	$	618		$	568
Line of credit and commercial paper	$	198		$	—
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(133	)	$	(133	)
Accumulated other comprehensive income	$	4,338		$	4,129
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	(3,625	)	$	472
Other liabilities	$	662		$	937
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	516		$	862
Other liabilities	$	—		$	52
Unrealized loss (gain) on derivative instruments:
Other assets	$	(4,963	)	$	7,279
Notes, net	$	4,842		$	—
Other liabilities	$	11,933		$	4,670
Accumulated other comprehensive income	$	(11,788	)	$	(11,952	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(15,313	)	$	(12,774	)
Investments in unconsolidated entities	$	—		$	(18	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(130	)	$	(1,454	)
Other liabilities	$	(2,280	)	$	(4,800	)
Other:
Foreign currency translation adjustments	$	420		$	(91	)

~~The~~See ~~following~~accompanying tables present the changes in the Operating Partnership’s issued and outstanding “Units” (which includes OP Units and Long-Term Incentive Plan (“LTIP”) Units) and in the limited partners’ Units for the quarter ended March 31, 2011: notes

	2011
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,		303,809,279
Issued to General Partner:
Issuance of OP Units		3,038,980
Exercise of EQR share options		1,146,933
Employee Share Purchase Plan (ESPP)		62,266
EQR restricted share grants, net		154,939
Issued to Limited Partners:
LTIP Units, net		58,942
General and Limited Partner Units outstanding at March 31,		308,271,339
Limited Partner Units
Limited Partner Units outstanding at January 1,		13,612,037
Limited Partner LTIP Units, net		58,942
Conversion of EQR restricted shares to LTIP Units		101,988
Conversion of Limited Partner OP Units to EQR Common Shares		(23,901	)
Limited Partner Units outstanding at March 31,		13,749,066
Limited Partner Units Ownership Interest in Operating Partnership		4.5	%

InTable ~~September 2009, EQR announced the establishment~~ of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). During the quarter ended March 31, 2011, EQR issued approximately 3.0 million Common Shares at an average price of $50.84 per share for total consideration of approximately $154.5 million through the ATM program. Concurrent with these transactions, the Operating Partnership issued approximately 3.0 million OP Units to EQR. EQR has not issued any shares under this program since January 13, 2011. Including its February 2011 prospectus supplement which added approximately 5.7 million Common Shares, EQR has 10.0 million Common Shares remaining available for issuance under the ATM Contents

12 EQUITY RESIDENTIAL

~~Table~~CONSOLIDATED ofSTATEMENT ~~Contents~~OF CHANGES IN EQUITY

~~program~~(Amounts asin ~~of March 31, 2011.~~ thousands)

EQR has a share repurchase program authorized by the Board of Trustees under which it has authorization to repurchase up to $464.6 million of its shares as of March 31, 2011. No shares were repurchased during the quarter ended March 31, 2011. (Unaudited)

During the quarter ended March 31, 2011, the Operating Partnership acquired all of its partner’s interest in one consolidated partially owned property consisting of 404 apartment units for $0.5 million. In conjunction with this transaction, the Operating Partnership reduced paid in capital (included in general partner’s capital) by $0.5 million.



	Quarter Ended
	March 31, 2015
SHAREHOLDERS’ EQUITY

PREFERRED SHARES
Balance, beginning of year	$	50,000
Partial redemption of 8.29% Series K Cumulative Redeemable	(9,820		)
Balance, end of period	$	40,180

COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year	$	3,629
Conversion of OP Units into Common Shares	1
Exercise of share options	8
Share-based employee compensation expense:
Restricted shares	2
Balance, end of period	$	3,640

PAID IN CAPITAL
Balance, beginning of year	$	8,536,340
Common Share Issuance:
Conversion of OP Units into Common Shares	3,712
Exercise of share options	32,205
Employee Share Purchase Plan (ESPP)	1,927
Share-based employee compensation expense:
Restricted shares	6,720
Share options	997
ESPP discount	412
Supplemental Executive Retirement Plan (SERP)	(2,307		)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership	(41,763		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership	872
Balance, end of period	$	8,539,115

RETAINED EARNINGS
Balance, beginning of year	$	1,950,639
Net income attributable to controlling interests	182,522
Common Share distributions	(201,032		)
Preferred Share distributions	(891		)
Premium on redemption of Preferred Shares – cash charge	(2,789		)
Balance, end of period	$	1,928,449

~~The~~See ~~Limited~~accompanying Partners of the Operating Partnership as of March 31, 2011 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of LTIP Units. Subject to certain exceptions (including the “book-up” requirements of LTIP Units), Limited Partners may exchange their Units with EQR for EQR Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period. notes

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing EQR Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver EQR Common Shares to the exchanging limited partner. 8

~~The~~Table Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered EQR Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares can not be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Limited Partner Units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered EQR Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at March 31, 2011 and December 31, 2010. Contents

~~The~~EQUITY carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of March 31, 2011, the Redeemable Limited Partner Units have a redemption value of approximately $416.3 million, which represents the value of EQR Common Shares that would be issued in exchange with the Redeemable Limited Partner Units. RESIDENTIAL

~~The~~CONSOLIDATED ~~following~~STATEMENT ~~table~~OF ~~presents~~CHANGES ~~the~~IN ~~change~~EQUITY ~~in the redemption value of the Redeemable Limited Partners for the quarter ended March 31, 2011~~ (~~amounts in thousands~~Continued):

	2011
Balance at January 1,	$	383,540
Change in market value		29,294
Change in carrying value		3,500
Balance at March 31,	$	416,334

(Amounts in thousands)

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

The following table presents the Operating Partnership’s issued and outstanding “Preference Units” as of March 31, 2011 and December 31, 2010:



	Quarter Ended
	March 31, 2015
SHAREHOLDERS’ EQUITY (continued)
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(172,152	)
Accumulated other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(11,788		)
Losses reclassified into earnings from other comprehensive income	4,338
Accumulated other comprehensive (loss) – foreign currency:
Currency translation adjustments arising during the period	(420		)
Balance, end of period	$	(180,022	)

NONCONTROLLING INTERESTS

OPERATING PARTNERSHIP
Balance, beginning of year	$	214,411
Issuance of restricted units to Noncontrolling Interests	1
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner	(3,713		)
Equity compensation associated with Noncontrolling Interests	9,963
Net income attributable to Noncontrolling Interests	7,059
Distributions to Noncontrolling Interests	(7,913		)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership	630
Adjustment for Noncontrolling Interests ownership in Operating Partnership	(872		)
Balance, end of period	$	219,566

PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	124,909
Net income attributable to Noncontrolling Interests	643
Distributions to Noncontrolling Interests	(2,891		)
Balance, end of period	$	122,661

13 See accompanying notes

~~Table of Contents~~9

					Amounts in thousands
			Annual
	Redemption		Dividend per		March 31,		December 31,
	Date (1)		Unit (2)		2011		2010
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at March 31, 2011 and December 31, 2010		12/10/26	$	4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preference Units; liquidation value $250 per unit; 600,000 units issued and outstanding at March 31, 2011 and December 31, 2010 (3)		6/19/08	$	16.20		150,000		150,000
					$	200,000	$	200,000

Table of Contents

(1)		On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding EQR Preferred Shares.
(2)		Dividends on all series of Preference Units are payable quarterly at various pay dates. The dividend listed for Series N is a Preference Unit rate and the equivalent depositary unit annual dividend is $1.62 per unit.
(3)		The Series N Preference Units have a corresponding depositary unit that consists of ten times the number of units and one-tenth the liquidation value and dividend per unit.

ERP OPERATING LIMITED PARTNERSHIP

4.CONSOLIDATED ~~Real~~BALANCE ~~Estate~~ SHEETS

~~The following table summarizes the carrying amounts for the Operating Partnership’s investment in real estate~~ (atAmounts ~~cost) as of March 31, 2011 and December 31, 2010 (amounts~~ in thousands):

	March 31,			December 31,
	2011			2010
Land	$	4,107,769		$	4,110,275
Depreciable property:
Buildings and improvements		14,042,212			13,995,121
Furniture, fixtures and equipment		1,236,821			1,231,391
Projects under development:
Land		27,505			28,260
Construction-in-progress		69,646			102,077
Land held for development:
Land		183,674			198,465
Construction-in-progress		28,294			36,782
Investment in real estate		19,695,921			19,702,371
Accumulated depreciation		(4,424,078	)		(4,337,357	)
Investment in real estate, net	$	15,271,843		$	15,365,014

(Unaudited)

During the quarter ended March 31, 2011, the Operating Partnership acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):



	March 31, 2015			December 31, 2014
ASSETS
Investment in real estate
Land	$	6,357,580		$	6,295,404
Depreciable property	20,024,497			19,851,504
Projects under development	1,269,784			1,343,919
Land held for development	143,997			184,556
Investment in real estate	27,795,858			27,675,383
Accumulated depreciation	(5,600,485		)	(5,432,805		)
Investment in real estate, net	22,195,373			22,242,578
Cash and cash equivalents	49,418			40,080
Investments in unconsolidated entities	89,284			105,434
Deposits – restricted	203,800			72,303
Escrow deposits – mortgage	50,659			48,085
Deferred financing costs, net	55,791			58,380
Other assets	384,723			383,754
Total assets	$	23,029,048		$	22,950,614

LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	4,957,876		$	5,086,515
Notes, net	5,430,806			5,425,346
Line of credit and commercial paper	470,826			333,000
Accounts payable and accrued expenses	202,110			153,590
Accrued interest payable	84,670			89,540
Other liabilities	383,057			389,915
Security deposits	75,294			75,633
Distributions payable	208,954			188,566
Total liabilities	11,813,593			11,742,105

Commitments and contingencies

Redeemable Limited Partners	541,866			500,733
Capital:
Partners' Capital:
Preference Units	40,180			50,000
General Partner	10,471,204			10,490,608
Limited Partners	219,566			214,411
Accumulated other comprehensive (loss)	(180,022		)	(172,152		)
Total partners' capital	10,550,928			10,582,867
Noncontrolling Interests – Partially Owned Properties	122,661			124,909
Total capital	10,673,589			10,707,776
Total liabilities and capital	$	23,029,048		$	22,950,614

	Properties		Apartment Units		Purchase Price
Rental Properties		2		521	$	139,018
Other (1)		—		—		11,750
Total		2		521	$	150,768

See accompanying notes

~~(1) Represents the acquisition of a 97,000 square foot commercial building adjacent to our Harbor Steps apartment property in downtown Seattle for potential redevelopment.~~10

~~During~~Table ~~the quarter ended March 31, 2011, the Operating Partnership disposed~~ of ~~the following to unaffiliated parties (sales price in thousands):~~ Contents

14 ERP OPERATING LIMITED PARTNERSHIP

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF OPERATIONS AND COMPREHENSIVE INCOME

	Properties		Apartment Units		Sales Price
Rental Properties — Consolidated		12		2,731	$	261,771
Total		12		2,731	$	261,771

(Amounts in thousands except per Unit data)

~~The Operating Partnership recognized a net gain on sales of discontinued operations of approximately $123.8~~(Unaudited) ~~million on the above sales.~~

5. Commitments to Acquire/Dispose of Real Estate



	Quarter Ended March 31,
	2015			2014
REVENUES
Rental income	$	664,606		$	630,725
Fee and asset management	1,765			2,717
Total revenues	666,371			633,442

EXPENSES
Property and maintenance	124,560			125,566
Real estate taxes and insurance	86,432			82,094
Property management	21,444			22,118
Fee and asset management	1,321			1,662
Depreciation	194,521			185,167
General and administrative	19,922			17,576
Total expenses	448,200			434,183

Operating income	218,171			199,259

Interest and other income	120			605
Other expenses	70			(664		)
Interest:
Expense incurred, net	(108,622		)	(113,049		)
Amortization of deferred financing costs	(2,589		)	(2,792		)
Income before income and other taxes, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of real estate properties and land parcels and discontinued operations	107,150			83,359
Income and other tax (expense) benefit	(43		)	(240		)
Income (loss) from investments in unconsolidated entities	2,963			(1,409		)
Net gain on sales of real estate properties	79,951			—
Net (loss) on sales of land parcels	(1		)	(30		)
Income from continuing operations	190,020			81,680
Discontinued operations, net	204			1,052
Net income	190,224			82,732
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(643		)	(504		)
Net income attributable to controlling interests	$	189,581		$	82,228

ALLOCATION OF NET INCOME:
Preference Units	$	891		$	1,036
Premium on redemption of Preference Units	$	2,789		$	—

General Partner	$	178,842		$	78,099
Limited Partners	7,059			3,093
Net income available to Units	$	185,901		$	81,192

Earnings per Unit – basic:
Income from continuing operations available to Units	$	0.49		$	0.21
Net income available to Units	$	0.49		$	0.22
Weighted average Units outstanding	376,696			374,201

Earnings per Unit – diluted:
Income from continuing operations available to Units	$	0.49		$	0.21
Net income available to Units	$	0.49		$	0.22
Weighted average Units outstanding	380,327			376,384

Distributions declared per Unit outstanding	$	0.5525		$	0.50

InSee ~~addition~~accompanying ~~to the property that was subsequently acquired as discussed in Note 16, the Operating Partnership had entered into separate agreements to acquire the following (purchase price in thousands):~~ notes

	Properties		Apartment Units		Purchase Price
Rental Properties		3		975	$	255,250
Land Parcels (one)		—		—		12,000
Total		3		975	$	267,250

InTable ~~addition to the properties that were subsequently disposed~~ of ~~as discussed in Note 16, the Operating Partnership had entered into separate agreements to dispose of the following (sales price in thousands):~~ Contents

	Properties		Apartment Units		Sales Price
Rental Properties		7		2,797	$	240,880
Total		7		2,797	$	240,880

ERP OPERATING LIMITED PARTNERSHIP

~~The~~CONSOLIDATED ~~closings~~STATEMENTS ofOF ~~these~~OPERATIONS ~~pending~~AND ~~transactions~~COMPREHENSIVE ~~are~~INCOME subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs. (Continued)

6.(Amounts ~~Investments~~ in ~~Partially~~thousands ~~Owned~~except ~~Entities~~ per Unit data)

~~The Operating Partnership has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting~~ (~~unconsolidated~~Unaudited). The following tables and information summarize the Operating Partnership’s investments in partially owned entities as of March 31, 2011 (amounts in thousands except for project and apartment unit amounts):



	Quarter Ended March 31,
	2015			2014
Comprehensive income:
Net income	$	190,224		$	82,732
Other comprehensive (loss):
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(11,788		)	(11,952		)
Losses reclassified into earnings from other comprehensive income	4,338			4,129
Other comprehensive (loss) income – foreign currency:
Currency translation adjustments arising during the period	(420		)	91
Other comprehensive (loss)	(7,870		)	(7,732		)
Comprehensive income	182,354			75,000
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties	(643		)	(504		)
Comprehensive income attributable to controlling interests	$	181,711		$	74,496

~~Table~~See ofaccompanying ~~Contents~~notes

	Consolidated
	Development Projects (VIEs)
	Held for		Completed,			Completed
	and/or Under		Not			and
	Development		Stabilized (4)			Stabilized			Other			Total
Total projects (1)		—		1			3			19			23
Total apartment units (1)		—		490			898			3,440			4,828
Balance sheet information at 3/31/11 (at 100%):
ASSETS
Investment in real estate	$	44,103	$	257,480		$	263,567		$	439,481		$	1,004,631
Accumulated depreciation		—		(1,896	)		(17,162	)		(128,088	)		(147,146	)
Investment in real estate, net		44,103		255,584			246,405			311,393			857,485
Cash and cash equivalents		536		650			2,454			7,744			11,384
Deposits — restricted		1,120		1,189			2,507			8			4,824
Escrow deposits — mortgage		—		—			163			1,470			1,633
Deferred financing costs, net		—		2,206			254			403			2,863
Other assets		78		117			181			258			634
Total assets	$	45,837	$	259,746		$	251,964		$	321,276		$	878,823
LIABILITIES AND CAPITAL
Mortgage notes payable	$	18,342	$	142,448		$	200,765		$	215,631		$	577,186
Accounts payable & accrued expenses		617		1,157			911			2,371			5,056
Accrued interest payable		1,528		528			465			1,109			3,630
Other liabilities		1,280		870			273			795			3,218
Security deposits		—		1,173			249			1,382			2,804
Total liabilities		21,767		146,176			202,663			221,288			591,894
Noncontrolling Interests — Partially Owned Properties		3,418		5,025			4,078			(4,834	)		7,687
Accumulated other comprehensive (loss)		—		(495	)		—			—			(495	)
General and Limited Partners’ Capital		20,652		109,040			45,223			104,822			279,737
Total capital		24,070		113,570			49,301			99,988			286,929
Total liabilities and capital	$	45,837	$	259,746		$	251,964		$	321,276		$	878,823
Debt — Secured (2):
EQR Ownership (3)	$	18,342	$	142,448		$	200,765		$	162,912		$	524,467
Noncontrolling Ownership		—		—			—			52,719			52,719
Total (at 100%)	$	18,342	$	142,448		$	200,765		$	215,631		$	577,186

16 Table of Contents

~~Table~~ ERP ofOPERATING ~~Contents~~LIMITED PARTNERSHIP

	Consolidated
	Development Projects (VIEs)
	Held for			Completed,
	and/or Under			Not			Completed
	Development			Stabilized (4)			and Stabilized			Other			Total
Operating information for the quarter ended 3/31/11 (at 100%):
Operating revenue	$	—		$	2,992		$	4,680		$	13,949		$	21,621
Operating expenses		161			1,093			1,507			4,733			7,494
Net operating (loss) income		(161	)		1,899			3,173			9,216			14,127
Depreciation		—			1,897			2,189			3,741			7,827
General and administrative/other		19			2			9			11			41
Operating (loss) income		(180	)		—			975			5,464			6,259
Interest and other income		4			—			2			5			11
Other expenses		(124	)		—			—			(17	)		(141	)
Interest:
Expense incurred, net		(234	)		(1,528	)		(1,389	)		(3,882	)		(7,033	)
Amortization of deferred financing costs		—			(601	)		(139	)		(102	)		(842	)
(Loss) income before income and other taxes and discontinued operations		(534	)		(2,129	)		(551	)		1,468			(1,746	)
Income and other tax (expense) benefit		(45	)		—			—			(2	)		(47	)
Net gain on sales of discontinued operations		169			—			—			—			169
Net (loss) income	$	(410	)	$	(2,129	)	$	(551	)	$	1,466		$	(1,624	)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(1)		Project and apartment unit counts exclude all uncompleted development projects until those projects are substantially completed.
(2)		All debt is non-recourse to the Operating Partnership with the exception of $14.0 million in mortgage debt on one development project.
(3)		Represents the Operating Partnership’s current economic ownership interest.
(4)		Projects included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.

(Amounts in thousands)

(Unaudited)

In 2010, the Operating Partnership admitted an 80% institutional partner to an entity owning a developable land parcel in Florida in exchange for $11.7 million in cash and retained a 20% equity interest. This land parcel is now unconsolidated. Total project cost is approximately $76.1 million and construction is expected to start in the second quarter of 2011. The Operating Partnership is responsible for constructing the project and has given certain construction cost overrun guarantees. The Operating Partnership’s remaining funding obligation is currently estimated at approximately $2.3 million.



	Quarter Ended March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	190,224		$	82,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	194,521			185,167
Amortization of deferred financing costs	2,589			2,792
Amortization of above/below market leases	846			829
Amortization of discounts and premiums on debt	(3,751		)	(2,938		)
Amortization of deferred settlements on derivative instruments	4,205			3,996
Write-off of pursuit costs	493			452
(Income) loss from investments in unconsolidated entities	(2,963		)	1,409
Distributions from unconsolidated entities – return on capital	516			914
Net (gain) on sale of investment securities	—			(21		)
Net (gain) on sales of real estate properties	(79,951		)	—
Net loss on sales of land parcels	1			30
Net (gain) on sales of discontinued operations	—			(71		)
Unrealized loss (gain) on derivative instruments	24			(3		)
Compensation paid with Company Common Shares	13,610			12,981
Changes in assets and liabilities:
Decrease (increase) in deposits – restricted	290			(418		)
(Increase) decrease in mortgage deposits	(456		)	375
(Increase) decrease in other assets	(4,237		)	18,613
Increase in accounts payable and accrued expenses	45,450			55,263
(Decrease) in accrued interest payable	(4,870		)	(169		)
(Decrease) in other liabilities	(8,307		)	(26,194		)
(Decrease) increase in security deposits	(339		)	1,143
Net cash provided by operating activities	347,895			336,882

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(6,720		)	(148,535		)
Investment in real estate – development/other	(146,194		)	(122,340		)
Capital expenditures to real estate	(38,170		)	(32,191		)
Non-real estate capital additions	(469		)	(159		)
Interest capitalized for real estate and unconsolidated entities under development	(15,313		)	(12,792		)
Proceeds from disposition of real estate, net	142,931			—
Investments in unconsolidated entities	(2,410		)	(6,254		)
Distributions from unconsolidated entities – return of capital	18,969			7,680
Proceeds from sale of investment securities	—			21
(Increase) decrease in deposits on real estate acquisitions and investments, net	(131,787		)	12,904
(Increase) in mortgage deposits	(59		)	(91		)
Net cash (used for) investing activities	(179,222		)	(301,757		)

~~The~~See ~~Operating~~accompanying Partnership is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $7.7 million at March 31, 2011. The Operating Partnership has identified its development partnerships as VIEs as the Operating Partnership provides substantially all of the capital for these ventures (other than third party mortgage debt, if any) despite the fact that each partner legally owns 50% of each venture. The Operating Partnership is the primary beneficiary as it exerts the most significant power over the ventures, absorbs the majority of the expected losses and has the right to receive a majority of the expected residual returns. The assets net of liabilities of the Operating Partnership’s VIEs are restricted in their use to the specific VIE to which they relate and are not available for general corporate use. The Operating Partnership does not have any unconsolidated VIEs. notes

~~7. Deposits — Restricted~~ 13

~~The~~Table ~~following table presents the Operating Partnership’s restricted deposits as~~ of ~~March 31, 2011 and December 31, 2010 (amounts in thousands):~~ Contents

17 ERP OPERATING LIMITED PARTNERSHIP

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF CASH FLOWS (Continued)

	March 31,		December 31,
	2011		2010
Tax—deferred (1031) exchange proceeds	$	212,779	$	103,887
Earnest money on pending acquisitions		8,250		9,264
Restricted deposits on debt (1)		41,263		18,966
Resident security and utility deposits		41,283		40,745
Other		6,030		8,125
Totals	$	309,605	$	180,987

(Amounts in thousands)

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

8. Mortgage Notes Payable



	Quarter Ended March 31,
	2015			2014
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(60	)
Mortgage deposits	(2,059		)	(1,643		)
Mortgage notes payable:
Lump sum payoffs	(121,326		)	—
Scheduled principal repayments	(2,746		)	(3,034		)
Line of credit and commercial paper:
Line of credit proceeds	1,997,000			1,751,000
Line of credit repayments	(2,200,000		)	(1,568,000		)
Commercial paper proceeds	1,155,228			—
Commercial paper repayments	(814,600		)	—
(Payments on) settlement of derivative instruments	(25		)	—
Proceeds from EQR's Employee Share Purchase Plan (ESPP)	1,927			1,741
Proceeds from exercise of EQR options	32,213			15,785
OP Units repurchased and retired	—			(1,777		)
Redemption of Preference Units	(9,820		)	—
Premium on redemption of Preference Units	(2,789		)	—
Acquisition of Noncontrolling Interests – Partially Owned Properties	—			(2,501		)
Contributions – Noncontrolling Interests – Partially Owned Properties	—			5,684
Contributions – Limited Partners	1			3
Distributions:
OP Units – General Partner	(181,408		)	(234,282		)
Preference Units	(891		)	(1,036		)
OP Units – Limited Partners	(7,149		)	(9,217		)
Noncontrolling Interests – Partially Owned Properties	(2,891		)	(4,113		)
Net cash (used for) financing activities	(159,335		)	(51,450		)
Net increase (decrease) in cash and cash equivalents	9,338			(16,325		)
Cash and cash equivalents, beginning of period	40,080			53,534
Cash and cash equivalents, end of period	$	49,418		$	37,209

AsSee ofaccompanying ~~March 31, 2011, the Operating Partnership had outstanding mortgage debt of approximately $4.6 billion.~~ notes

~~During the quarter ended March 31, 2011, the Operating Partnership:~~ 14

•Table ~~Repaid $205.0 million~~ of ~~mortgage loans;~~Contents

•ERP ~~Obtained~~OPERATING ~~$0.7~~LIMITED ~~million of new mortgage loan proceeds; and~~PARTNERSHIP

•CONSOLIDATED ~~Assumed~~STATEMENTS ~~$26.9~~OF ~~million~~CASH ofFLOWS ~~mortgage debt on one acquired property.~~(Continued)

As(Amounts ofin ~~March 31, 2011, the Operating Partnership had $543.4 million of secured debt subject to third party credit enhancement.~~ thousands)

As of March 31, 2011, scheduled maturities for the Operating Partnership’s outstanding mortgage indebtedness were at various dates through September 1, 2048. At March 31, 2011, the interest rate range on the Operating Partnership’s mortgage debt was 0.20% to 11.25%. During the quarter ended March 31, 2011, the weighted average interest rate on the Operating Partnership’s mortgage debt was 4.76%. (Unaudited)

9. Notes



	Quarter Ended March 31,
	2015			2014
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	113,113		$	112,152
Net cash paid for income and other taxes	$	718		$	596
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(4,567	)	$	(3,506	)
Notes, net	$	618		$	568
Line of credit and commercial paper	$	198		$	—
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(133	)	$	(133	)
Accumulated other comprehensive income	$	4,338		$	4,129
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	(3,625	)	$	472
Other liabilities	$	662		$	937
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	516		$	862
Other liabilities	$	—		$	52
Unrealized loss (gain) on derivative instruments:
Other assets	$	(4,963	)	$	7,279
Notes, net	$	4,842		$	—
Other liabilities	$	11,933		$	4,670
Accumulated other comprehensive income	$	(11,788	)	$	(11,952	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(15,313	)	$	(12,774	)
Investments in unconsolidated entities	$	—		$	(18	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(130	)	$	(1,454	)
Other liabilities	$	(2,280	)	$	(4,800	)
Other:
Foreign currency translation adjustments	$	420		$	(91	)

AsSee ofaccompanying ~~March 31, 2011, the Operating Partnership had outstanding unsecured~~ notes ~~of approximately $5.1 billion.~~

~~During the quarter ended March 31, 2011, the Operating Partnership:~~ 15

•Table ~~Repaid $93.1 million~~ of ~~6.95% unsecured notes at maturity.~~Contents

AsERP ofOPERATING ~~March 31,~~LIMITED 2011, scheduled maturities for the Operating Partnership’s outstanding notes were at various dates through 2026. At March 31, 2011, the interest rate range on the Operating Partnership’s notes was 0.75% to 7.57%. During the quarter ended March 31, 2011, the weighted average interest rate on the Operating Partnership’s notes was 5.08%. PARTNERSHIP

~~10.~~CONSOLIDATED ~~Lines~~STATEMENT ofOF ~~Credit~~ CHANGES IN CAPITAL

~~The Operating Partnership has a $1.425 billion~~ (~~net~~Amounts ofin ~~$75.0 million which had been committed by a now bankrupt financial institution and is not available for borrowing~~thousands) unsecured revolving credit facility maturing on February 28, 2012, with the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods plus a spread (currently 0.50%) dependent upon the Operating Partnership’s credit rating or based on bids received from the lending group. EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for the full term of the facility.

~~As of March 31, 2011, the amount available on the credit facility was $1.34 billion~~ (~~net of $83.7 million which was restricted/dedicated to support letters of credit and net of the $75.0 million discussed above~~Unaudited)~~. The Operating Partnership did not draw and had no balance outstanding on its revolving credit facility at any time during the quarter ended March 31, 2011.~~



	Quarter Ended
	March 31, 2015
PARTNERS' CAPITAL

PREFERENCE UNITS
Balance, beginning of year	$	50,000
Partial redemption of 8.29% Series K Cumulative Redeemable	(9,820		)
Balance, end of period	$	40,180

GENERAL PARTNER
Balance, beginning of year	$	10,490,608
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	3,713
Exercise of EQR share options	32,213
EQR's Employee Share Purchase Plan (ESPP)	1,927
Share-based employee compensation expense:
EQR restricted shares	6,722
EQR share options	997
EQR ESPP discount	412
Net income available to Units – General Partner	178,842
OP Units – General Partner distributions	(201,032		)
Supplemental Executive Retirement Plan (SERP)	(2,307		)
Change in market value of Redeemable Limited Partners	(41,763		)
Adjustment for Limited Partners ownership in Operating Partnership	872
Balance, end of period	$	10,471,204

LIMITED PARTNERS
Balance, beginning of year	$	214,411
Issuance of restricted units to Limited Partners	1
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	(3,713		)
Equity compensation associated with Units – Limited Partners	9,963
Net income available to Units – Limited Partners	7,059
Units – Limited Partners distributions	(7,913		)
Change in carrying value of Redeemable Limited Partners	630
Adjustment for Limited Partners ownership in Operating Partnership	(872		)
Balance, end of period	$	219,566

ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(172,152	)
Accumulated other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(11,788		)
Losses reclassified into earnings from other comprehensive income	4,338
Accumulated other comprehensive (loss) – foreign currency:
Currency translation adjustments arising during the period	(420		)
Balance, end of period	$	(180,022	)

~~Table~~See ofaccompanying ~~Contents~~notes

~~11. Derivative and Other Fair Value Instruments~~ 16

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

~~The~~ERP ~~carrying~~OPERATING ~~values~~LIMITED of the Operating Partnership’s mortgage notes payable and unsecured notes were approximately $4.6 billion and $5.1 billion, respectively, at March 31, 2011. The fair values of the Operating Partnership’s mortgage notes payable and unsecured notes were approximately $4.5 billion and $5.4 billion, respectively, at March 31, 2011. The fair values of the Operating Partnership’s financial instruments (other than mortgage notes payable, unsecured notes, derivative instruments and investment securities) including cash and cash equivalents and other financial instruments, approximate their carrying or contract values. PARTNERSHIP

InCONSOLIDATED ~~the~~STATEMENT ~~normal~~OF ~~course~~CHANGES ofIN ~~business,~~CAPITAL the Operating Partnership is exposed to the effect of interest rate changes. The Operating Partnership seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. (Continued)

~~The following table summarizes the Operating Partnership’s consolidated derivative instruments at March 31, 2011~~ (~~dollar~~Amounts ~~amounts are~~ in thousands):

				Forward			Development
	Fair Value			Starting			Cash Flow
	Hedges (1)			Swaps (2)			Hedges (3)
Current Notional Balance	$	315,693		$	950,000		$	88,833
Lowest Possible Notional	$	315,693		$	950,000		$	3,020
Highest Possible Notional	$	317,694		$	950,000		$	91,343
Lowest Interest Rate		2.009	%		3.478	%		4.059	%
Highest Interest Rate		4.800	%		4.695	%		4.059	%
Earliest Maturity Date		2012			2021			2011
Latest Maturity Date		2013			2023			2011

(Unaudited)

(1)		Fair Value Hedges — Converts outstanding fixed rate debt to a floating interest rate.
	Quarter Ended
(2)		Forward Starting Swaps — Designed to partially fix the interest rate in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations from 2012 through 2014, and $350.0 million, $400.0 million and $200.0 million are designated for 2011, 2012 and 2013 maturities, respectively.
	March 31, 2015
(3)		Development Cash Flow Hedges — Converts outstanding floating rate debt to a fixed interest rate.
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	124,909
Net income attributable to Noncontrolling Interests	643
Distributions to Noncontrolling Interests	(2,891		)
Balance, end of period	$	122,661

~~The~~See ~~following tables provide the location of the Operating Partnership’s derivative instruments within the~~ accompanying ~~Consolidated Balance Sheets and their fair market values as of March 31, 2011 and December 31, 2010, respectively (amounts in thousands):~~ notes

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
March 31, 2011	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other assets	$	11,029	Other liabilities	$	—
Forward Starting Swaps	Other assets		3,959	Other liabilities		(33,184	)
Development Cash Flow Hedges	Other assets		—	Other liabilities		(495	)
Total		$	14,988		$	(33,679	)

19 Table of Contents

~~Table~~EQUITY ~~of Contents~~RESIDENTIAL

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
December 31, 2010	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other assets	$	12,521	Other liabilities	$	—
Forward Starting Swaps	Other assets		3,276	Other liabilities		(37,756	)
Development Cash Flow Hedges	Other assets		—	Other liabilities		(1,322	)
Total		$	15,797		$	(39,078	)

ERP OPERATING LIMITED PARTNERSHIP

~~The~~NOTES ~~following~~TO ~~tables~~CONSOLIDATED ~~provide~~FINANCIAL a summary of the effect of fair value hedges on the Operating Partnership’s accompanying Consolidated Statements of Operations for the quarters ended March 31, 2011 and 2010, respectively (amounts in thousands): STATEMENTS

Location of Gain/(Loss)

Amount of Gain/(Loss)

Income Statement

Amount of Gain/(Loss)

March 31, 2011

Recognized in Income

Location of Hedged

Recognized in Income

Type of Fair Value Hedge

on Derivative

Hedged Item

Item Gain/(Loss)

on Hedged Item

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Interest Rate Swaps

Interest expense

(1,492

)

Fixed rate debt

Interest expense

1,492

Total

(1,492

)

1,492

(Unaudited)

Location of Gain/(Loss)

Amount of Gain/(Loss)

Income Statement

Amount of Gain/(Loss)

March 31, 2010

Recognized in Income

Location of Hedged

Recognized in Income

Type of Fair Value Hedge

on Derivative

Hedged Item

Item Gain/(Loss)

on Hedged Item

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Interest Rate Swaps

Interest expense

2,742

Fixed rate debt

Interest expense

(2,742

)

Total

2,742

(2,742

)


1.	Business

~~The~~Equity ~~following~~Residential ~~tables~~(“EQR”), ~~provide~~ a ~~summary~~Maryland ofreal ~~the~~estate ~~effect~~investment oftrust ~~cash~~(“REIT”) ~~flow~~formed ~~hedges~~in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership’s ~~accompanying~~("ERPOP"), ~~Consolidated~~an ~~Statements~~Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of ~~Operations~~Equity ~~for~~Residential. EQR has elected to be taxed as a REIT. References to the ~~quarters~~"Company," ~~ended~~"we," ~~March 31~~"us" or "our" mean collectively EQR, ~~2011~~ ERPOP and ~~2010~~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, ~~respectively~~the ~~(amounts~~notes into ~~thousands):~~ consolidated financial statements apply to both the Company and the Operating Partnership.

Effective Portion

Ineffective Portion

Amount of

Location of Gain/(Loss)

Amount of Gain/(Loss)

Location of

Amount of Gain/(Loss)

Gain/(Loss)

Reclassified from

Gain/(Loss)

Reclassified from

March 31, 2011

Recognized in OCI

Accumulated OCI

Recognized in Income

Accumulated OCI

Type of Cash Flow Hedge

on Derivative

into Income

on Derivative

into Income

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Forward Starting Swaps/Treasury Locks

5,255

Interest expense

(956

)

N/A

—

Development Interest Rate Swaps/Caps

827

Interest expense

—

N/A

—

Total

6,082

(956

)

—

EQR is the general partner of, and as of March 31, 2015 owned an approximate 96.2% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues public equity from time to time 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.

Effective Portion

Ineffective Portion

Amount of

Location of Gain/(Loss)

Amount of Gain/(Loss)

Location of

Amount of Gain/(Loss)

Gain/(Loss)

Reclassified from

Gain/(Loss)

Reclassified from

March 31, 2010

Recognized in OCI

Accumulated OCI

Recognized in Income

Accumulated OCI

Type of Cash Flow Hedge

on Derivative

into Income

on Derivative

into Income

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Forward Starting Swaps/Treasury Locks

(13,652

)

Interest expense

(726

)

N/A

—

Development Interest Rate Swaps/Caps

149

Interest expense

—

N/A

—

Total

(13,503

)

(726

)

—

As of March 31, 2015, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 389 properties located in 12 states and the District of Columbia consisting of 108,793 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

As of March 31, 2011 and December 31, 2010, there were approximately $51.3 million and $58.3 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at March 31, 2011, the Operating Partnership may



	Properties	Apartment Units
Wholly Owned Properties	362	97,825
Master-Leased Properties – Consolidated	3	853
Partially Owned Properties – Consolidated	19	3,771
Partially Owned Properties – Unconsolidated	3	1,281
Military Housing	2	5,063
	389	108,793

20 2. Summary of Significant Accounting Policies

~~Table~~Basis of ~~Contents~~Presentation

~~recognize~~The anaccompanying ~~estimated~~unaudited $4condensed 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.~~8 million~~ Accordingly, they do not include all of ~~accumulated~~the ~~other~~information ~~comprehensive~~and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (~~loss~~consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications did not have an impact on net income previously reported. Operating results for the quarter ended March as31, ~~additional~~2015 ~~interest~~are ~~expense~~not ~~during~~necessarily indicative of the ~~twelve~~ ~~months~~results that may be expected for the year ending ~~March~~December 31, ~~2012~~2015.

~~The~~In ~~following~~preparation ~~table~~of ~~sets~~the ~~forth~~Company’s ~~the~~financial ~~maturity,~~statements ~~amortized~~in ~~cost~~conformity with accounting principles generally accepted in the United States, ~~gross~~management ~~unrealized~~makes ~~gains~~estimates and ~~losses,~~assumptions ~~book/fair~~that ~~value~~affect the reported amounts of assets and ~~interest~~liabilities and ~~other income~~disclosure of contingent assets and liabilities at the ~~various~~date ~~investment~~of ~~securities~~the ~~held~~financial statements as ofwell ~~March 31,~~as ~~2011~~the (reported amounts inof ~~thousands):~~revenues and expenses during the reporting period. Actual results could differ from these estimates.

			Other Assets
			Amortized		Unrealized		Unrealized		Book/		Interest and
Security	Maturity		Cost		Gains		Losses		Fair Value		Other Income
Available-for-Sale Investment Securities		N/A	$	675	$	666	$	—	$	1,341	$	—
Total			$	675	$	666	$	—	$	1,341	$	—

The balance sheets at December 31, 2014 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.

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:18

•Table 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.~~Contents

~~The~~For ~~following~~further ~~tables~~information, ~~provide~~including adefinitions ~~summary~~ of ~~the~~capitalized ~~fair~~terms ~~value~~not ~~measurements~~defined ~~at March 31~~herein, ~~2011~~refer ~~and December 31,~~to ~~2010~~the ~~for~~consolidated ~~each~~financial ~~major~~statements ~~category~~and offootnotes ~~assets~~thereto included in the Company’s and ~~liabilities~~the ~~measured~~Operating atPartnership's ~~fair~~annual ~~value~~report on ~~a recurring~~Form ~~basis:~~10-K for the year ended December 31, 2014.

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets/Liabilities		Observable Inputs		Unobservable Inputs
Description	3/31/2011		(Level 1)		(Level 2)		(Level 3)
Assets
Derivatives	$	14,988	$	—	$	14,988	$	—
Supplemental Executive Retirement Plan		49,466		49,466		—		—
Available-for-Sale Investment Securities		1,341		1,341		—		—
Total	$	65,795	$	50,807	$	14,988	$	—
Liabilities
Derivatives	$	33,679	$	—	$	33,679	$	—
Supplemental Executive Retirement Plan		49,466		49,466		—		—
Total	$	83,145	$	49,466	$	33,679	$	—
Redeemable Limited Partners	$	416,334	$	—	$	416,334	$	—

Income and Other Taxes

21 Due to the structure of EQR as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their proportionate share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries and as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

~~Table~~Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of ~~Contents~~existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2015, the Company has recorded a deferred tax asset, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets/Liabilities		Observable Inputs		Unobservable Inputs
Description	12/31/2010		(Level 1)		(Level 2)		(Level 3)
Assets
Derivatives	$	15,797	$	—	$	15,797	$	—
Supplemental Executive Retirement Plan		58,132		58,132		—		—
Available-for-Sale Investment Securities		1,194		1,194		—		—
Total	$	75,123	$	59,326	$	15,797	$	—
Liabilities
Derivatives	$	39,078	$	—	$	39,078	$	—
Supplemental Executive Retirement Plan		58,132		58,132		—		—
Total	$	97,210	$	58,132	$	39,078	$	—
Redeemable Limited Partners	$	383,540	$	—	$	383,540	$	—

Other

The ~~Operating~~Company ~~Partnership’s~~is ~~derivative~~the ~~positions~~controlling ~~are~~partner ~~valued~~in ~~using~~various ~~models~~consolidated ~~developed~~partnerships byowning ~~the respective~~19 ~~counterparty~~properties asand ~~well~~3,771 asapartment ~~models~~units ~~developed~~and ~~internally~~various bycompleted and uncompleted development properties having a noncontrolling interest book value of $122.7 million at March 31, 2015. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the ~~Operating~~consolidated ~~Partnership~~entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $11.0 million. These six partnership agreements contain provisions that ~~use~~ asrequire the partnerships to be liquidated through the sale of their ~~basis~~assets ~~readily~~upon ~~observable~~reaching ~~market~~a ~~parameters~~date ~~(such~~specified in each respective partnership agreement. The Company, as ~~forward~~controlling ~~yield~~partner, ~~curves~~has ~~and~~an ~~credit default~~obligation ~~swap~~to ~~data).~~cause ~~Employee~~the ~~holdings~~property ~~other~~owning ~~than~~partnerships ~~EQR~~to ~~Common~~distribute ~~Shares~~the ~~within~~proceeds of liquidation to the ~~supplemental executive~~Noncontrolling ~~retirement~~Interests ~~plan~~in (these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of March 31, 2015, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $63.3 million (“~~SERP~~Settlement Value”) ~~are~~had ~~valued~~the ~~using~~partnerships ~~quoted~~been ~~market~~liquidated. ~~prices~~This ~~for~~Settlement ~~identical~~Value ~~assets~~ is based on estimated third party consideration realized by the partnerships upon disposition of the six Partially Owned Properties and ~~are~~is ~~included~~net inof all other assets and ~~other~~ liabilities, including yield maintenance on the ~~consolidated~~mortgages ~~balance~~encumbering ~~sheet~~the properties, that would have been due on March 31, 2015 had those mortgages been prepaid. ~~The Operating~~Due ~~Partnership’s~~to, ~~investment~~among ~~securities~~other ~~are~~things, ~~valued~~the ~~using~~inherent ~~quoted~~uncertainty ~~market~~in ~~prices~~the orsale ~~readily available~~of ~~market~~real ~~interest~~estate ~~rate~~assets, ~~data~~the amount of any potential distribution to the Noncontrolling Interests in the Company's Partially Owned Properties is subject to change. ~~Redeemable~~To ~~Limited~~the ~~Partners~~extent that the partnerships' underlying assets are ~~valued~~worth ~~using~~less than the ~~quoted~~underlying ~~market price~~liabilities, ofthe ~~EQR~~Company ~~Common~~has ~~Shares~~no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

12In April 2014, the Financial Accounting Standards Board (the "FASB") issued new guidance for reporting discontinued operations. ~~Earnings~~Only ~~Per~~disposals ~~Unit~~ representing a strategic shift in operations that has a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies are required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies are also required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption was permitted, but only for disposals (or classifications as held for sale) that had not been reported in financial statements previously issued. The new standard was effective January 1, 2015, but the Company early adopted it as allowed effective January 1, 2014. Adoption of this standard resulted in and will likely continue to result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications. See Note 11 for further discussion.

In May 2014, the FASB issued a comprehensive new revenue recognition standard entitled Revenue from Contracts with Customers that will supersede nearly all existing revenue recognition guidance. The ~~following~~new ~~tables~~standard ~~set~~specifically ~~forth~~excludes ~~the~~lease ~~computation~~contracts. The ofnew ~~net~~standard’s ~~income~~core ~~per~~principle ~~Unit~~is —that ~~basic~~a ~~and~~company ~~net~~will ~~income per~~recognize ~~Unit~~revenue —when ~~diluted~~it ~~(amounts~~transfers promised goods or services to customers in ~~thousands~~an ~~except~~amount ~~per~~that ~~Unit~~reflects ~~amounts):~~the consideration to which the company expects to be entitled in exchange for those goods

22 19

Table of Contents

	Quarter Ended March 31,
	2011			2010
Numerator for net income per Unit — basic and diluted (1):
Income (loss) from continuing operations	$	7,727		$	(9,407	)
Net loss attributable to Noncontrolling Interests — Partially Owned Properties		40			250
Allocation to Preference Units		(3,466	)		(3,620	)
Income (loss) from continuing operations available to Units		4,301			(12,777	)
Discontinued operations, net		125,339			67,263
Numerator for net income per Unit — basic and diluted (1)	$	129,640		$	54,486
Denominator for net income per Unit — basic and diluted (1):
Denominator for net income per Unit — basic		306,248			294,450
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of EQR’s long-term compensation award shares/units		4,219
Denominator for net income per Unit — diluted (1)		310,467			294,450
Net income per Unit — basic	$	0.42		$	0.18
Net income per Unit — diluted	$	0.42		$	0.18
Net income per Unit — basic:
Income (loss) from continuing operations available to Units	$	0.014		$	(0.043	)
Discontinued operations, net		0.409			0.228
Net income per Unit — basic	$	0.423		$	0.185
Net income per Unit — diluted (1):
Income (loss) from continuing operations available to Units	$	0.014		$	(0.043	)
Discontinued operations, net		0.404			0.228
Net income per Unit — diluted	$	0.418		$	0.185

or services. Companies will likely need to use more judgment and make more estimates than under current revenue recognition guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration, if any, to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard will be effective for the Company beginning on January 1, 2017 and early adoption is not permitted. The new standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.

~~(1)~~In ~~Potential~~August ~~Units~~2014, ~~issuable~~the ~~from~~FASB ~~the~~issued ~~assumed~~a ~~exercising/vesting~~new ofstandard ~~EQR~~that ~~long-term~~will ~~compensation~~explicitly ~~award~~require ~~shares/units~~management ~~are~~to ~~automatically~~assess ~~anti-dilutive~~an entity's ability to continue as a going concern and ~~therefore~~to ~~excluded~~provide ~~from~~related ~~the~~footnote ~~diluted~~disclosures ~~earnings~~in ~~per~~certain ~~Unit~~circumstances. ~~calculation~~In connection with each annual and interim period, management will assess whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the ~~Operating~~issuance ~~Partnership~~date. Disclosures ~~had~~will abe ~~loss~~required ~~from~~if ~~continuing~~conditions ~~operations~~give rise to substantial doubt, however to determine the specific disclosures, management will need to assess whether its plans will alleviate substantial doubt. The new standard is effective for the ~~quarter~~annual ~~ended~~period ~~March~~ending 31after December 15, ~~2010~~2016. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

~~Convertible~~In ~~preference~~February ~~interests/units~~2015, ~~that~~the ~~could~~FASB beissued ~~converted~~new ~~into~~consolidation 0guidance which makes changes to both the variable interest model and ~~397~~the voting model. Among other changes,~~611~~ ~~weighted~~the ~~average Common~~new ~~Shares~~standard ~~(which~~specifically ~~would~~eliminates bethe ~~contributed~~presumption toin the ~~Operating~~current ~~Partnership~~voting inmodel ~~exchange~~that ~~for~~a OPgeneral ~~Units) for~~partner ~~the~~controls ~~quarters~~a ~~ended~~limited ~~March 31,~~partnership ~~2011~~or ~~and~~similar ~~2010,~~entity ~~respectively~~unless that presumption can be overcome. Generally, ~~were~~only ~~outstanding~~a ~~but~~single ~~were~~limited ~~not included~~partner inthat ~~the~~is ~~computation~~able ofto ~~diluted~~exercise ~~earnings~~substantive ~~per~~kick-out ~~Unit~~rights ~~because~~will ~~the~~consolidate. The ~~effects~~new ~~would~~standard will be ~~anti-dilutive.~~ Ineffective ~~addition,~~for the ~~effect~~Company ofbeginning ~~the~~on ~~Common~~January ~~Shares/OP~~1, ~~Units~~2016 ~~that~~and ~~could~~early ~~ultimately~~adoption is permitted, including adoption in an interim period. The new standard must be ~~issued~~ ~~upon~~applied ~~the~~using ~~conversion~~a modified retrospective approach by recording a cumulative-effect adjustment to equity/~~exchange~~capital as of the ~~Operating~~beginning ~~Partnership’s~~of ~~$650.0 million~~the ~~($482.5 million outstanding~~period atof ~~March 31,~~adoption ~~2011)~~or ~~exchangeable~~retrospectively ~~senior~~to ~~notes~~each ~~was~~period presented. The Company has not ~~included~~yet inselected a transition method and is currently evaluating the ~~computation~~ impact of ~~diluted~~adopting ~~earnings~~the ~~per~~new ~~Unit~~standard ~~because~~on ~~the~~its ~~effects~~consolidated ~~would~~results beof ~~anti-dilutive~~operations and financial position.

13In April 2015, the FASB issued a new standard which requires companies to present debt financing costs as a direct deduction from the carrying amount of the associated debt liability rather than as an asset, consistent with the presentation of debt discounts on the consolidated balance sheets. The ~~Discontinued~~new ~~Operations~~ standard will be effective for the Company beginning on January 1, 2016 and early adoption is permitted. The new standard must be applied retrospectively to all prior periods presented in the consolidated financial statements. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

~~The~~3. ~~Operating~~Equity, ~~Partnership~~Capital ~~has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of~~ and ~~all~~Other ~~properties held for sale, if any.~~Interests

~~The~~Equity ~~components of discontinued operations are outlined below~~ and ~~include~~Redeemable ~~the~~Noncontrolling ~~results~~Interests of ~~operations~~ ~~for~~Equity ~~the respective periods that the Operating Partnership owned such assets during the quarters ended March 31, 2011 and 2010 (amounts in thousands).~~Residential

23 The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and restricted units (formerly known as Long-Term Incentive Plan (“LTIP”) Units)) for the quarter ended March 31, 2015:

~~Table of Contents~~20

	Quarter Ended March 31,
	2011			2010
REVENUES
Rental income	$	5,890		$	25,969
Total revenues		5,890			25,969
EXPENSES (1)
Property and maintenance		2,709			7,831
Real estate taxes and insurance		477			2,777
Depreciation		1,395			6,692
General and administrative		9			3
Total expenses		4,590			17,303
Discontinued operating income		1,300			8,666
Interest and other income		44			6
Interest (2):
Expense incurred, net		326			(1,208	)
Amortization of deferred financing costs		(51	)		(201	)
Income and other tax (expense) benefit		(34	)		(36	)
Discontinued operations		1,585			7,227
Net gain on sales of discontinued operations		123,754			60,036
Discontinued operations, net	$	125,339		$	67,263

Table of Contents

(1)	Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Operating Partnership’s period of ownership.
	2015
(2)	Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.
Common Shares
Common Shares outstanding at January 1,	362,855,454
Common Shares Issued:
Conversion of OP Units	154,050
Exercise of share options	770,012
Employee Share Purchase Plan (ESPP)	30,151
Restricted share grants, net	158,753
Common Shares outstanding at March 31,	363,968,420
Units
Units outstanding at January 1,	14,298,691
Restricted units, net	333,304
Conversion of OP Units to Common Shares	(154,050	)
Units outstanding at March 31,	14,477,945
Total Common Shares and Units outstanding at March 31,	378,446,365
Units Ownership Interest in Operating Partnership	3.8	%

~~For~~The ~~the~~equity ~~properties~~positions ~~sold~~of ~~during~~various individuals and entities that contributed their properties to the ~~quarter~~Operating ~~ended~~Partnership ~~March~~in exchange for OP 31Units, ~~2011,~~as well as the ~~investment~~equity inpositions ~~real estate,~~of ~~net~~the holders of ~~accumulated~~restricted ~~depreciation~~units, ~~and~~are ~~the~~collectively ~~mortgage~~referred ~~notes~~to ~~payable~~as ~~balances~~the at“Noncontrolling ~~December~~Interests 31– Operating Partnership”. Subject to certain exceptions (including the “book-up” requirements of restricted units), ~~2010~~ ~~were~~the ~~$135~~Noncontrolling Interests – Operating Partnership may exchange their Units with EQR for Common Shares on a one-for-one basis.3 The carrying value of the Noncontrolling Interests ~~million~~– ~~and~~Operating ~~$11~~Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership Units in total in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total plus the number of Common Shares.0 Net income is allocated to the Noncontrolling Interests ~~million,~~– ~~respectively~~Operating Partnership based on the weighted average ownership percentage during the period.

~~14.~~The ~~Commitments~~Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and ~~Contingencies~~ all holders of Noncontrolling Interests – Operating Partnership Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership Units for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership Units.

The Noncontrolling Interests – Operating Partnership, Units are classified as aneither ~~owner~~mezzanine ofequity ~~real~~or ~~estate,~~permanent equity. If EQR is ~~subject~~required, either by contract or securities law, to ~~various~~deliver ~~Federal~~registered Common Shares, ~~state~~ such Noncontrolling Interests – Operating Partnership are differentiated and ~~local~~referred ~~environmental~~to ~~laws.~~as ~~Compliance~~“Redeemable byNoncontrolling ~~the~~Interests – Operating Partnership”. ~~with~~Instruments ~~existing~~that ~~laws~~require ~~has~~settlement in registered shares can not ~~had~~ abe ~~material~~classified ~~adverse~~in ~~effect~~permanent onequity 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. ~~However~~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 ~~cannot~~ ~~predict~~are adjusted to the ~~impact~~greater of ~~new~~carrying value or ~~changed~~fair ~~laws~~market orvalue ~~regulations~~based on ~~its~~the ~~current~~Common ~~properties~~Share orprice ~~on properties~~of ~~that~~EQR itat ~~may~~the ~~acquire~~end inof each respective reporting period. EQR has the ~~future~~ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are classified in permanent equity at March 31, 2015 and December 31, 2014.

The ~~Operating~~carrying ~~Partnership~~value isof ~~party~~the toRedeemable aNoncontrolling ~~housing discrimination lawsuit brought by a non-profit civil rights organization in April~~Interests ~~2006~~– inOperating ~~the~~Partnership ~~U.S.~~is ~~District~~allocated ~~Court~~based ~~for~~on the ~~District~~number of ~~Maryland. The~~Redeemable ~~suit~~Noncontrolling ~~alleges~~Interests – ~~that the~~ Operating Partnership ~~designed~~Units ~~and built approximately 300 of its properties~~ in ~~violation~~proportion ofto the ~~accessibility~~number ~~requirements~~ of ~~the~~Noncontrolling ~~Fair~~Interests – ~~Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The~~ Operating Partnership ~~believes~~ itUnits ~~has~~in atotal. ~~number~~Such ofpercentage ~~viable defenses, including that a majority~~ of the ~~named~~total ~~properties~~carrying ~~were completed~~value ~~before the operative dates~~ of ~~the~~Units ~~statutes~~which inis ~~question~~ascribed ~~and/or~~to ~~were not designed or built by~~ the ~~Operating~~Redeemable ~~Partnership.~~Noncontrolling ~~Accordingly,~~Interests – ~~the~~ Operating Partnership is ~~defending~~then ~~the~~adjusted ~~suit vigorously. Due~~ to the ~~pendency~~greater of ~~the~~carrying ~~Operating~~value ~~Partnership’s~~or ~~defenses~~fair ~~and~~market ~~the~~value ~~uncertainty~~as ~~of many~~described ~~other~~above. ~~critical~~As ~~factual~~of ~~and~~March 31, ~~legal issues~~2015, ~~it is not possible to determine or predict~~ the ~~outcome~~ ofRedeemable ~~the~~Noncontrolling ~~suit~~Interests – orOperating aPartnership ~~possible~~have ~~loss or~~ a ~~range~~redemption value of ~~loss,~~approximately ~~and~~$541.9 ~~no amounts have been accrued at March 31~~million, ~~2011.~~which ~~While~~represents ~~no assurances can be given,~~ the ~~Operating~~value ~~Partnership~~of ~~does~~Common ~~not~~Shares ~~believe~~ that ~~the~~ ~~suit,~~would ifbe ~~adversely~~issued ~~determined,~~in ~~would~~exchange ~~have~~with athe ~~material~~Redeemable ~~adverse~~Noncontrolling ~~effect~~Interests – ~~on the~~ Operating Partnership Units.

The ~~Operating~~following ~~Partnership~~table ~~does~~presents ~~not~~the ~~believe~~changes ~~there~~in isthe ~~any~~redemption ~~other~~value ~~litigation~~of ~~pending~~the orRedeemable ~~threatened against~~Noncontrolling itInterests ~~that,~~– ~~individually~~Operating orPartnership infor the ~~aggregate,~~quarter ~~may~~ended ~~reasonably~~March 31, be2015 ~~expected~~(amounts toin ~~have a material adverse effect on the Operating Partnership.~~thousands):

The Operating Partnership has established a reserve and recorded a corresponding reduction to its net gain on sales of discontinued operations related to potential liabilities associated with its condominium conversion activities. The reserve covers potential product liability related to each conversion. The Operating Partnership periodically assesses the adequacy of the reserve and makes adjustments as necessary. During the quarter ended March 31, 2011, the Operating Partnership paid21

24 Table of Contents



	2015
Balance at January 1,	$	500,733
Change in market value	41,763
Change in carrying value	(630		)
Balance at March 31,	$	541,866

~~approximately~~Net ~~$0.2 million~~proceeds infrom ~~settlements~~EQR Common Share and ~~legal~~Preferred ~~fees~~Share ~~and~~(see ~~released~~definition ~~approximately~~below) $0offerings are contributed by EQR to ERPOP.~~2 million~~ ~~of remaining~~In ~~reserves~~return for ~~settled~~those ~~claims.~~contributions, AsEQR receives a ~~result,~~number of OP Units in ERPOP equal to the ~~Operating~~number ~~Partnership~~of ~~had~~Common ~~total~~Shares ~~reserves~~ it has issued in the equity offering (or in the case of ~~approximately~~a ~~$2.9 million~~preferred atequity ~~March 31~~offering, ~~2011.~~a ~~While~~number noof ~~assurances~~preference ~~can~~units bein ~~given,~~ERPOP ~~the~~equal ~~Operating Partnership~~in ~~does~~number ~~not~~and ~~believe~~having ~~that~~the same terms as the ~~ultimate~~Preferred ~~resolution~~Shares ofissued ~~these~~in ~~potential~~the ~~liabilities,~~equity ~~if adversely~~offering). ~~determined~~As a result, ~~would~~the ~~have~~net aoffering ~~material~~proceeds ~~adverse~~from ~~effect~~Common onShares ~~the~~and Preferred Shares are allocated between shareholders’ equity and Noncontrolling Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of ERPOP.

AsThe ofCompany’s ~~March 31,~~declaration ~~2011, the Operating Partnership has four projects totaling 747 apartment units in various stages~~ of ~~development~~trust ~~with~~authorizes ~~estimated~~it ~~completion~~to ~~dates~~issue ~~ranging~~up ~~through~~to ~~September 30~~100, ~~2013~~000,000 aspreferred ~~well~~shares ~~as other completed development projects that are in various stages~~ of ~~lease~~beneficial upinterest, ~~or are stabilized~~$0.01 ~~Some~~par ofvalue ~~the~~per ~~projects~~share ~~were developed solely by~~ (the ~~Operating~~“Preferred ~~Partnership~~Shares”), ~~while others were co-developed~~ with ~~various third party development partners. The development venture agreements with partners are primarily deal-~~specific, ~~with differing terms regarding profit-sharing~~rights, ~~equity~~preferences ~~contributions, returns on investment, buy-sell agreements~~ and other ~~customary~~ ~~provisions.~~attributes ~~The~~as ~~partner is most often~~ the ~~“general”~~Board ~~or “managing” partner~~ of ~~the development~~Trustees ~~venture.~~may ~~The~~determine, ~~typical~~which ~~buy-sell~~may ~~arrangements~~include ~~contain~~preferences, ~~appraisal~~powers ~~rights~~ and ~~provisions~~ rights that ~~provide~~are ~~the~~senior ~~right, but not the obligation, for the Operating Partnership~~ to ~~acquire~~ the ~~partner’s~~ ~~interest~~rights ~~in the project at fair market value upon the expiration~~ of aholders ~~negotiated time period (typically two to five years after substantial completion~~ of the ~~project)~~Company’s Common Shares.

~~15.~~The ~~Reportable~~following ~~Segments~~ table presents the Company’s issued and outstanding Preferred Shares as of March 31, 2015 and December 31, 2014:

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by senior management. Senior management decides how resources are allocated and assesses performance on a monthly basis.



				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		March 31, 2015		December 31, 2014
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 803,600 shares issued and outstanding at March 31, 2015 and 1,000,000 shares issued and outstanding at December 31, 2014 (3)	12/10/26		$4.145	$	40,180	$	50,000
				$	40,180	$	50,000

~~The~~(1) ~~Operating~~On ~~Partnership’s~~or ~~primary~~after ~~business is~~ the ~~acquisition,~~redemption ~~development and management of multifamily residential properties~~date, ~~which~~redeemable ~~includes~~preferred ~~the~~shares ~~generation~~may ofbe ~~rental~~redeemed ~~and~~for ~~other~~cash ~~related income~~at ~~through~~ the ~~leasing~~option of ~~apartment units to residents. Senior management evaluates~~ the ~~performance~~ ~~of each of our apartment communities individually and geographically~~Company, and both on a same store and non-same store basis; however, each of our apartment communities generally has similar economic characteristics, residents, products and services. The Operating Partnership’s operating segments have been aggregated by geography in awhole ~~manner identical to that which is provided to its chief operating decision maker.~~or

~~The~~in ~~Operating Partnership’s fee and asset management~~part, ~~development~~at ~~(including~~a ~~its~~redemption ~~partially owned~~price ~~properties),~~equal ~~condominium~~to ~~conversion~~the ~~and~~liquidation ~~corporate~~price ~~housing~~per ~~(Equity~~share, ~~Corporate~~plus ~~Housing~~accrued ~~or “ECH”) activities are immaterial~~ and dounpaid ~~not individually meet the threshold requirements of a reportable segment and as such~~distributions, ~~have~~if ~~been aggregated in the “Other” segment in the tables presented below~~any.

~~All~~(2) ~~revenues~~Dividends ~~are~~on ~~from~~Preferred ~~external~~Shares ~~customers~~are ~~and~~payable ~~there is no customer who contributed 10% or more of the Operating Partnership’s total revenues during the quarters ended March 31, 2011 and 2010, respectively~~quarterly.

~~The primary financial measure for the Operating Partnership’s rental real estate segment is net operating income~~ (~~“NOI”~~3), ~~which~~Effective ~~represents~~January ~~rental~~26, ~~income~~2015, ~~less:~~the 1)Company ~~property~~repurchased and ~~maintenance expense;~~retired 2)196,400 ~~real~~Series ~~estate~~K ~~taxes~~Preferred ~~and~~Shares ~~insurance~~with ~~expense;~~a ~~and~~par 3)value ~~property management expense (all as reflected in the accompanying consolidated statements~~ of ~~operations)~~$9.82 ~~The~~million ~~Operating~~for ~~Partnership believes~~total ~~that~~cash ~~NOI~~consideration isof ~~helpful~~approximately to$12.7 ~~investors~~million. asAs a ~~supplemental~~result ~~measure~~ of ~~its~~this ~~operating~~partial ~~performance because~~redemption, itthe isCompany incurred a ~~direct~~cash ~~measure~~charge of ~~the~~approximately ~~actual operating results of the Operating Partnership’s apartment communities~~$2.8 ~~Current~~million ~~year~~which ~~NOI~~was isrecorded ~~compared to prior year NOI and current year budgeted NOI~~ as a ~~measure~~premium ofon ~~financial performance. The following tables present NOI for each segment from our rental real estate specific to continuing operations for~~ the ~~quarters~~redemption ~~ended~~of ~~March 31,~~Preferred ~~2011 and 2010, respectively, as well as total assets at March 31, 2011 (amounts in thousands):~~Shares.

25 Capital and Redeemable Limited Partners of ERP Operating Limited Partnership

~~Table~~The offollowing ~~Contents~~tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the quarter ended March 31, 2015:

	Quarter Ended March 31, 2011
	Northeast		Northwest		Southeast		Southwest		Other (3)		Total
Rental income:
Same store (1)	$	151,373	$	88,893	$	97,531	$	110,150	$	—	$	447,947
Non-same store/other (2) (3)		28,474		8,061		4,787		7,313		22,235		70,870
Total rental income		179,847		96,954		102,318		117,463		22,235		518,817
Operating expenses:
Same store (1)		58,874		32,404		39,346		37,615		—		168,239
Non-same store/other (2) (3)		11,967		3,379		1,867		3,135		18,175		38,523
Total operating expenses		70,841		35,783		41,213		40,750		18,175		206,762
NOI:
Same store (1)		92,499		56,489		58,185		72,535		—		279,708
Non-same store/other (2) (3)		16,507		4,682		2,920		4,178		4,060		32,347
Total NOI	$	109,006	$	61,171	$	61,105	$	76,713	$	4,060	$	312,055
Total assets	$	6,050,142	$	2,623,015	$	2,700,350	$	3,194,880	$	1,506,942	$	16,075,329

(1)		Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2010, less properties subsequently sold, which represented 112,363 apartment units.
(2)		Non-same store primarily includes properties acquired after January 1, 2010, plus any properties in lease-up and not stabilized as of January 1, 2010.
(3)		Other includes ECH, development, condominium conversion overhead of $0.1 million and other corporate operations. Also reflects a $2.4 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.

Table of Contents

	Quarter Ended March 31, 2010
	2015
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
General and Limited Partner Units
Rental income:
General and Limited Partner Units outstanding at January 1,	377,154,145
Same store (1)	$	143,813	$	84,971	$	94,389	$	107,500	$	—		$	430,673
Issued to General Partner:
Non-same store/other (2) (3)		12,057		1,464		1,699		1,062		15,622			31,904
Exercise of EQR share options	770,012
Total rental income		155,870		86,435		96,088		108,562		15,622			462,577
EQR’s Employee Share Purchase Plan (ESPP)	30,151
Operating expenses:
EQR's restricted share grants, net	158,753
Same store (1)		57,903		32,308		40,483		39,327		—			170,021
Issued to Limited Partners:
Non-same store/other (2) (3)		5,622		754		826		854		18,193			26,249
Restricted units, net	333,304
Total operating expenses		63,525		33,062		41,309		40,181		18,193			196,270
General and Limited Partner Units outstanding at March 31,	378,446,365
NOI:
Limited Partner Units
Same store (1)		85,910		52,663		53,906		68,173		—			260,652
Limited Partner Units outstanding at January 1,	14,298,691
Non-same store/other (2) (3)		6,435		710		873		208		(2,571	)		5,655
Limited Partner restricted units, net	333,304
Total NOI	$	92,345	$	53,373	$	54,779	$	68,381	$	(2,571	)	$	266,307
Conversion of Limited Partner OP Units to EQR Common Shares	(154,050	)
Limited Partner Units outstanding at March 31,	14,477,945
Limited Partner Units Ownership Interest in Operating Partnership	3.8	%

(1)		Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2010, less properties subsequently sold, which represented 112,363 apartment units.
(2)		Non-same store primarily includes properties acquired after January 1, 2010, plus any properties in lease-up and not stabilized as of January 1, 2010.
(3)		Other includes ECH, development, condominium conversion overhead of $0.2 million and other corporate operations. Also reflects a $2.0 million elimination of rental income recorded in Northeast, Northwest, Southeast and Southwest operating segments related to ECH.

The Limited Partners of the Operating Partnership as of March 31, 2015 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units. Subject to certain exceptions (including the “book-up” requirements of restricted units), Limited Partners may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period.

~~Note:~~The ~~Markets~~Operating ~~included~~Partnership inhas the ~~above~~right ~~geographic~~but ~~segments~~not ~~are~~the asobligation ~~follows:~~ to make a cash payment instead of issuing Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver Common Shares to the exchanging limited partner.

~~(a)~~The ~~Northeast~~Limited —Partner ~~New~~Units ~~England~~are ~~(excluding~~classified ~~Boston)~~as either mezzanine equity or permanent equity. If EQR is required, ~~Boston~~either by contract or securities law, ~~New~~to ~~York~~deliver ~~Metro~~registered Common Shares, DCsuch ~~Northern~~Limited ~~Virginia~~Partner Units are differentiated and ~~Suburban~~referred ~~Maryland~~to as “Redeemable Limited Partner Units”. Instruments ~~(b)~~that ~~Northwest~~require —settlement ~~Denver,~~in ~~Portland~~registered shares can not be classified in permanent equity as it is not always completely within an issuer's control to deliver registered shares. Therefore, ~~San~~settlement ~~Francisco~~in ~~Bay~~cash ~~Area~~is assumed and ~~Seattle/Tacoma.~~that ~~(c)~~responsibility ~~Southeast~~for —settlement ~~Atlanta,~~in ~~Jacksonville,~~cash ~~Orlando~~is deemed to fall to the Operating Partnership as the primary source of cash for EQR, ~~South~~resulting ~~Florida~~in ~~and~~presentation ~~Tampa~~in the mezzanine section of the balance sheet. The ~~(d)~~Redeemable ~~Southwest~~Limited —Partner ~~Albuquerque,~~Units ~~Inland~~are ~~Empire,~~adjusted ~~Los~~to ~~Angeles,~~the ~~Orange~~greater ~~County~~of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at March 31, ~~Phoenix~~2015 and ~~San~~December 31, ~~Diego~~2014.

The ~~following~~carrying ~~table~~value ~~presents~~of athe ~~reconciliation~~Redeemable Limited Partner Units is allocated based on the number of ~~NOI~~Redeemable ~~from~~Limited ~~our~~Partner ~~rental~~Units ~~real~~in ~~estate~~proportion ~~specific~~to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to ~~continuing~~ ~~operations~~the ~~for~~Redeemable Limited Partner Units is then adjusted to the ~~quarters~~greater ~~ended~~of carrying value or fair market value as described above. As of March 31, ~~2011~~2015, ~~and~~the ~~2010~~Redeemable Limited Partner Units have a redemption value of approximately $541.9 million, ~~respectively (amounts~~which represents the value of Common Shares that would be issued in ~~thousands):~~exchange with the Redeemable Limited Partner Units.

26 The following table presents the changes in the redemption value of the Redeemable Limited Partners for the quarter ended March 31, 2015 (amounts in thousands):



	2015
Balance at January 1,	$	500,733
Change in market value	41,763
Change in carrying value	(630		)
Balance at March 31,	$	541,866

	Quarter Ended March 31,
	2011			2010
Rental income	$	518,817		$	462,577
Property and maintenance expense		(128,357	)		(120,203	)
Real estate taxes and insurance expense		(56,024	)		(55,575	)
Property management expense		(22,381	)		(20,492	)
Total operating expenses		(206,762	)		(196,270	)
Net operating income	$	312,055		$	266,307

~~16.~~Table ~~Subsequent~~of ~~Events/Other~~ Contents

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

~~Subsequent~~The tofollowing table presents the Operating Partnership’s issued and outstanding “Preference Units” as of March 31, ~~2011,~~2015 ~~the~~and ~~Operating~~December 31, ~~Partnership~~2014:

• Repaid $193.7 million in mortgage loans; • Obtained $91.5 million of new mortgage loan proceeds; • Acquired one operating property consisting of 322 apartment units for $100.0 million and one land parcel for $12.9 million; • Sold 15 properties containing 4,369 apartment units for $530.2 million; and • Exercised the second of its two one-year extension options for its $500.0 million term loan facility and as a result, the maturity date is now October 5, 2012.



				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		March 31, 2015		December 31, 2014
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 803,600 units issued and outstanding at March 31, 2015 and 1,000,000 units issued and outstanding at December 31, 2014 (3)	12/10/26		$4.145	$	40,180	$	50,000
				$	40,180	$	50,000

~~Other~~ (1) On or after the redemption date, redeemable preference units may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares.

~~During~~(2) ~~the~~Dividends quarters ended March 31, 2011 and 2010, the Operating Partnership incurred charges of $0.5 million and $3.4 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on ~~the~~Preference ~~acquisition~~Units of operating properties and $1.7 million and $1.0 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs, totaling $2.2 million and $4.4 million, respectively, are ~~included~~payable ~~in other expenses in the accompanying consolidated statements of operations~~quarterly.

~~During~~(3) ~~the~~Effective ~~quarter~~January ~~ended March 31~~26, ~~2010~~2015, the Operating Partnership ~~received~~repurchased and retired 196,400 Series K Preference Units with a par value of $29.0 82 million for ~~the~~ ~~settlement~~total cash consideration of ~~insurance/litigation~~approximately ~~claims~~$12.7 million, ~~which~~in ~~are~~conjunction ~~included~~with inthe ~~interest~~concurrent ~~and~~redemption ~~other~~of ~~income~~the in corresponding Company Preferred Shares. As a result of this partial redemption, the ~~accompanying~~Operating ~~consolidated~~Partnership ~~statements~~incurred a cash charge of ~~operations~~approximately $2.8 million which was recorded as a premium on the redemption of Preference Units.

In 2010, a portion of the parking garage collapsed at one of the Operating Partnership’s rental properties (Prospect Towers in Hackensack, New Jersey). The Operating Partnership estimates that the costs related to such collapse (both expensed and capitalized), including providing for residents’ interim needs, lost revenue and garage reconstruction, will be approximately $14.0 million, after insurance reimbursements of $8.0 million. Costs to rebuild the garage are capitalized as incurred. Other costs, like those to accommodate displaced residents, lost revenue due to a portion of the project being temporarily unavailable for occupancy and legal costs, reduce earnings as they are incurred. Generally, insurance proceeds are recorded as increases to earnings as they are received. During the quarter ended March 31, 2011, the Operating Partnership received approximately $1.6 million in insurance proceeds which offset expenses of $0.9 million that were recorded relating to this loss and are included in real estate taxes and insurance on the consolidated statements of operations.

27 In September 2009, the Company announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP's partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). On July 30, 2013, the Board of Trustees approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. EQR has not issued any shares under this program since September 14, 2012.

~~Table~~Effective July 30, 2013, the Board of ~~Contents~~Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. No shares were repurchased during the quarter ended March 31, 2015. As of March 31, 2015, EQR has remaining authorization to repurchase an additional 12,968,760 of its shares.

~~Item 2~~4. ~~Management’s~~Real ~~Discussion~~Estate and ~~Analysis~~Lease ~~of Financial Condition and Results of Operations~~ Intangibles

~~For~~The ~~further~~following ~~information~~table ~~including~~summarizes ~~definitions for capitalized terms not defined herein, refer to~~ the ~~consolidated~~carrying ~~financial~~amounts ~~statements~~for ~~and footnotes thereto included in~~ the ~~Operating Partnership~~Company’s ~~Annual~~investment ~~Report~~in onreal ~~Form~~estate ~~10-K~~(at ~~for~~cost) ~~the~~as ~~year~~of March 31, ~~ended~~2015 and December 31, ~~2010.~~2014 (amounts in thousands):

~~Forward-Looking Statements~~ 24

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

• We intend to actively acquire and/or develop multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to complete a development property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. The total number of development apartment units, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation; • Debt financing and other capital required by the Operating Partnership may not be available or may only be available on adverse terms; • Labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated; • Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily housing and single family housing, slow or negative employment growth, availability of low interest mortgages for single family home buyers and the potential for geopolitical instability, all of which are beyond the Operating Partnership’s control; and • Additional factors as discussed in Part I of the Operating Partnership’s Annual Report on Form 10-K, particularly those under “Item 1A. Risk Factors”.



	March 31, 2015			December 31, 2014
Land	$	6,357,580		$	6,295,404
Depreciable property:
Buildings and improvements	18,109,892			17,974,337
Furniture, fixtures and equipment	1,401,801			1,365,276
In-Place lease intangibles	512,804			511,891
Projects under development:
Land	423,359			466,764
Construction-in-progress	846,425			877,155
Land held for development:
Land	109,726			145,366
Construction-in-progress	34,271			39,190
Investment in real estate	27,795,858			27,675,383
Accumulated depreciation	(5,600,485		)	(5,432,805		)
Investment in real estate, net	$	22,195,373		$	22,242,578

~~Forward-looking~~The ~~statements~~following table summarizes the carrying amounts for the Company's above and ~~related~~below ~~uncertainties~~market ~~are~~ground ~~also~~and ~~included~~retail inlease ~~the~~intangibles ~~Notes~~as ~~to Consolidated~~of ~~Financial~~March 31, ~~Statements~~2015 inand ~~this~~December 31, ~~report.~~2014 (amounts in thousands):

Overview



Description	Balance Sheet Location	March 31, 2015			December 31, 2014
Assets
Ground lease intangibles – below market	Other Assets	$	178,251		$	178,251
Retail lease intangibles – above market	Other Assets	1,260			1,260
Lease intangible assets		179,511			179,511
Accumulated amortization		(10,050		)	(8,913		)
Lease intangible assets, net		$	169,461		$	170,598

Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities	5,270			5,270
Lease intangible liabilities		7,670			7,670
Accumulated amortization		(2,549		)	(2,258		)
Lease intangible liabilities, net		$	5,121		$	5,412

~~ERP~~During ~~Operating~~the ~~Limited~~quarters ~~Partnership~~ended ~~(“ERPOP”)~~March 31, an2015 ~~Illinois~~and ~~limited partnership~~2014, ~~was~~the ~~formed~~Company ~~in May 1993~~amortized toapproximately ~~conduct~~$1.1 ~~the~~million ~~multifamily~~and ~~residential~~$1.1 ~~property~~million, ~~business~~respectively, of ~~Equity~~above ~~Residential~~and ~~(“EQR”). EQR,~~below amarket ~~Maryland~~ground ~~real~~lease ~~estate~~intangibles ~~investment~~which ~~trust~~is included (~~“REIT”~~net increase) ~~formed~~in property and maintenance expense in ~~March 1993,~~the isaccompanying anconsolidated ~~S&P~~statements ~~500~~of ~~company focused~~operations onand ~~the~~comprehensive ~~acquisition,~~income ~~development~~and approximately $0.2 million and ~~management~~$0.3 million, respectively, of ~~high~~above ~~quality~~and ~~apartment~~below ~~properties~~market inretail ~~top United~~lease ~~States~~intangibles ~~growth~~which ~~markets.~~is ~~EQR~~included ~~has~~(net ~~elected~~increase) toin berental ~~taxed~~income asin athe ~~REIT~~accompanying consolidated statements of operations and comprehensive income.

~~EQR~~The isweighted ~~one~~average ofamortization ~~the~~period ~~largest~~for ~~publicly~~above ~~traded real estate companies~~ and isbelow ~~the largest publicly traded owner of multifamily properties in the United States (based on the aggregate~~ market ~~value~~ground ~~of its~~lease ~~outstanding~~intangibles ~~Common~~and ~~Shares,~~retail ~~the~~lease ~~number~~intangibles ofis ~~apartment~~49.8 ~~units~~years ~~wholly owned~~ and ~~total revenues earned)~~2.8 ~~The~~years, ~~Operating Partnership’s corporate~~respectively.

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

~~Table of Contents~~25

~~headquarters~~Table ~~are located in Chicago, Illinois and the Operating Partnership also operates property management offices in each~~ of its markets. As of March 31, 2011, the Operating Partnership had approximately 4,000 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions. Contents

EQR is the general partner of, and as of March 31, 2011 owned an approximate 95.5% ownership interest in ERPOP. All of EQR’s property ownership, development and related business operations are conducted through ERPOP and its subsidiaries. References to the “Operating Partnership” include ERPOP and those entities owned or controlled by it. References to the “Company” mean EQR and the Operating Partnership.



	Remaining
	2015			2016			2017			2018			2019			2020

Ground lease intangibles	$	3,241		$	4,321		$	4,321		$	4,321		$	4,321		$	4,321
Retail lease intangibles	(705		)	(896		)	(540		)	(71		)	(71		)	(71		)
Total	$	2,536		$	3,425		$	3,781		$	4,250		$	4,250		$	4,250

~~Business~~During ~~Objectives~~the ~~and~~quarter ~~Operating~~ended ~~Strategies~~ March 31, 2015, the Company acquired the entire equity interest in the following from an unaffiliated party (purchase price in thousands):

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



	Properties	Apartment Units	Purchase Price
Land Parcel (one)	—	—	$	5,968
Total	—	—	$	5,968

~~Our~~During ~~operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate~~ the ~~highest~~quarter ~~possible~~ended ~~return~~March 31, ~~to our shareholders. Revenue is maximized by driving qualified resident prospects to our properties~~2015, ~~converting~~the ~~this~~Company ~~traffic cost-effectively~~disposed ~~into~~of ~~new leases at~~ the ~~highest~~following ~~rent possible, keeping our residents satisfied and renewing their leases at yet higher rents. While we believe that it is our high-quality, well-located assets that bring our customers~~ to ~~us,~~unaffiliated itparties is(sales ~~our~~price ~~customer~~in ~~service that keeps them renting with us and recommending us to their friends.~~thousands):

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



	Properties	Apartment Units	Sales Price
Rental Properties	3	550	$	145,400
Total	3	550	$	145,400

WeThe ~~seek~~Company torecognized ~~maximize~~a ~~capital~~net ~~appreciation~~gain ofon ~~our~~sales ~~properties~~of byreal ~~investing~~estate inproperties ~~markets~~of ~~that~~approximately ~~are characterized by conditions favorable to multifamily property appreciation~~$80.0 ~~These~~million ~~markets generally~~on ~~feature one or more of~~ the ~~following:~~above sales.

•5. ~~High~~Commitments ~~barriers~~ to ~~entry~~Acquire/Dispose ~~where, because~~ of ~~land~~Real scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply; • High single family home prices making our apartments a more economical housing choice; • Strong economic growth leading to household formation and job growth, which in turn leads to high demand for our apartments; and • An attractive quality of life leading to high demand and retention and allowing us to more readily increase rents.Estate

Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt securities, sales of properties, joint venture agreements and collateralized and uncollateralized borrowings. In addition, to the ~~Operating~~ ~~Partnership~~property ~~may acquire properties in transactions~~ that ~~include~~was ~~the~~subsequently ~~issuance~~acquired ~~of limited partnership interests in the Operating Partnership (“OP Units”)~~ as ~~consideration~~discussed ~~for the acquired properties. Such transactions may,~~ in ~~certain~~Note ~~circumstances~~14, ~~enable~~ the ~~sellers~~Company tohas ~~defer,~~entered ininto ~~whole or~~separate inagreements ~~part, the recognition of taxable income or gain that might otherwise result from the sales. ERPOP may also acquire land parcels~~ to ~~hold and/or sell based on market opportunities. The Operating Partnership may also seek to~~ acquire ~~properties by purchasing defaulted or distressed debt that encumbers desirable properties in~~ the ~~hope~~following of(purchase ~~obtaining~~price ~~title to property through foreclosure or deed-~~in~~-lieu~~ ~~of foreclosure proceedings. The Operating Partnership has also, in the past, converted some of its properties and sold them as condominiums but is not currently active in this line of business.~~thousands):

The Operating Partnership primarily sources the funds for new property acquisitions in its core markets with the proceeds from selling assets that are older or located in non-core markets. Since 2006, the Operating Partnership has sold almost 100,000 apartment units for an aggregate sales price of approximately $7.5 billion and acquired nearly 25,000 apartment units in its core markets for approximately $5.6 billion. We are currently acquiring and developing assets primarily in the following targeted metropolitan areas: Boston, New York, Washington DC, South Florida, Southern California, San Francisco, Seattle and to a lesser extent Denver. We also have investments (in the aggregate about 17.4% of our NOI at March 31, 2011) in other markets including Atlanta, Phoenix, Portland, Oregon, New England excluding Boston, Tampa, Orlando and Jacksonville but do not currently intend to acquire or develop assets in these markets.



	Properties	Apartment Units	Purchase Price
Land Parcels (three)	—	—	$	25,132
Total	—	—	$	25,132

AsIn ~~part~~addition ofto ~~its strategy,~~ the ~~Operating~~property ~~Partnership purchases completed~~ and ~~fully~~office ~~occupied apartment~~building ~~properties,~~that ~~partially~~were ~~completed~~subsequently ordisposed ~~partially~~of ~~occupied~~as ~~properties~~discussed orin ~~land~~Note on14, ~~which apartment~~the ~~properties~~Company ~~can~~has beentered ~~constructed.~~into Weseparate ~~intend~~agreements to ~~hold~~dispose ~~a diversified portfolio~~ of ~~assets across~~the ~~our~~following ~~target~~(sales ~~markets.~~price Asin ~~of March 31, 2011, no single~~thousands):



	Properties	Apartment Units	Sales Price
Rental Properties	2	513	$	68,650
Land Parcel (one)	—	—	2,700
Total	2	513	$	71,350

~~Table~~The closings of ~~Contents~~these pending transactions are subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs.

~~metropolitan area accounted for more than 16~~6.1% Investments ofin ~~our~~Partially ~~NOI,~~Owned ~~though no guarantee can be made that NOI concentration may not increase in the future.~~ Entities

WeThe ~~endeavor~~Company tohas ~~attract and retain the best employees by providing them with the education, resources and opportunities to succeed. We provide many classroom and on~~co-~~line~~invested ~~training courses to assist our employees~~ in ~~interacting~~various properties with ~~prospects~~unrelated ~~and~~third ~~residents~~parties aswhich ~~well~~are aseither ~~extensively~~consolidated ~~train~~or ~~our customer~~accounted ~~service~~for ~~specialists~~under ~~in maintaining~~ the ~~equipment~~equity ~~and~~method ~~appliances~~of onaccounting ~~our property sites~~(unconsolidated). ~~We actively~~The ~~promote~~following ~~from~~tables ~~within~~ and ~~many~~information ~~senior~~summarize ~~corporate~~the ~~and~~Company’s ~~property~~investments ~~leaders~~in ~~have~~partially ~~risen~~owned ~~from~~entities ~~entry level~~as orof ~~junior~~March 31, ~~positions.~~2015 We(amounts ~~monitor~~in ~~our~~thousands ~~employees’~~except ~~engagement~~for byproject ~~surveying them annually~~ and ~~have~~ ~~consistently~~apartment ~~received~~unit ~~high engagement scores.~~amounts):

We have a commitment to sustainability and consider the environmental impacts of our business activities. With its high density, multifamily housing is, by its nature, an environmentally friendly property type. Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban locations near public transportation. When developing and renovating our properties, we strive to reduce energy and water usage by investing in energy saving technology while positively impacting the experience of our residents and the value of our assets. We continue to implement a combination of irrigation, lighting and HVAC improvements at our properties that will reduce energy and water consumption.26

~~Current~~Table ~~Environment~~of Contents

After much caution in 2009 due to the uncertainty in the economy and capital markets, late 2009 and early 2010 saw stabilization in the capital markets and modest improvements in the general economy. Property occupancy began to improve and in response, the Operating Partnership began acquiring assets and increasing rents for both new and renewing residents, which led to better operating and investment performance. The Operating Partnership increased rents to a greater extent in regions like the Northeast, where the economy was stronger and multifamily operating conditions were better. In 2010, the Operating Partnership ceased to hold the large cash balances (often $1.0 billion or more) that it held in 2009 in anticipation of debt maturities in an unsure capital markets climate. This had the result of increasing the Operating Partnership’s earnings by decreasing the amount of cash on hand that was earning limited interest income and instead was used to pay down higher cost debt. Finally, the Operating Partnership was aggressive in acquiring $1.5 billion of assets in its target markets in 2010.



	Consolidated									Unconsolidated
	Development Projects
	Held for and/or Under Development			Operating			Total			Operating			Total

Total projects (1)	—			19			19			3			3

Total apartment units (1)	—			3,771			3,771			1,281			1,281

Balance sheet information at 3/31/15 (at 100%):
ASSETS
Investment in real estate	$	347,809		$	684,686		$	1,032,495		$	290,077		$	290,077
Accumulated depreciation	(991		)	(200,002		)	(200,993		)	(21,388		)	(21,388		)
Investment in real estate, net	346,818			484,684			831,502			268,689			268,689
Cash and cash equivalents	—			13,775			13,775			7,598			7,598
Investments in unconsolidated entities	—			51,363			51,363			—			—
Deposits – restricted	15,640			310			15,950			246			246
Deferred financing costs, net	—			2,052			2,052			7			7
Other assets	6,697			26,227			32,924			1,327			1,327
Total assets	$	369,155		$	578,411		$	947,566		$	277,867		$	277,867

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (2)	$	—		$	360,567		$	360,567		$	175,276		$	175,276
Accounts payable & accrued expenses	8,731			3,188			11,919			389			389
Accrued interest payable	—			1,283			1,283			691			691
Other liabilities	257			576			833			834			834
Security deposits	150			1,976			2,126			531			531
Total liabilities	9,138			367,590

Filing Compare · ERP OPERATING LTD PARTNERSHIP