10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12252 (Equity Residential)

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

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Maryland (Equity Residential)	13-3675988 (Equity Residential)
Illinois (ERP Operating Limited Partnership)	36-3894853 (ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Two North Riverside Plaza, Chicago, Illinois 60606	(312) 474-1300
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Equity Residential Yes x    No ¨ ERP Operating Limited Partnership Yes x      No o

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

Equity Residential Yes x    No ¨ ERP Operating Limited Partnership Yes x      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.

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

ERP Operating Limited Partnership:
Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company ¨

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

Equity Residential Yes ¨    No x ERP Operating Limited Partnership Yes ¨      No x

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on October 25, 2012 was 302,737,573.

EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended September 30, 2012 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company's and the Operating Partnership's corporate structure:

EQR is the general partner of, and as of September 30, 2012 owned an approximate 95.5% ownership interest in, ERPOP. The remaining 4.5% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP's day-to-day management.

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

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

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

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

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

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

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

partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the Company, which are contributed to the capital of the Operating Partnership in exchange for additional limited partnership interests in the Operating Partnership (“OP Units”) (on a one-for-one Common Share per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of secured and unsecured debt and equity securities, including additional OP Units, and proceeds received from disposition of certain properties and joint ventures.

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

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

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

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

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

TABLE OF CONTENTS

	PAGE
PART I.
Item 1. Financial Statements of Equity Residential:
Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	2
Consolidated Statements of Operations for the nine months and quarters ended September 30, 2012 and 2011	3 to 4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	5 to 7
Consolidated Statement of Changes in Equity for the nine months ended September 30, 2012	8 to 9
Financial Statements of ERP Operating Limited Partnership:
Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	10
Consolidated Statements of Operations for the nine months and quarters ended September 30, 2012 and 2011	11 to 12
Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	13 to 15
Consolidated Statement of Changes in Capital for the nine months ended September 30, 2012	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 63
Item 3. Quantitative and Qualitative Disclosures about Market Risk	63
Item 4. Controls and Procedures	63 to 64
PART II.
Item 1. Legal Proceedings	65
Item 1A. Risk Factors	65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3. Defaults Upon Senior Securities	65
Item 4. Mine Safety Disclosures	65
Item 5. Other Information	65
Item 6. Exhibits	65

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
Investment in real estate
Land	$	4,609,337		$	4,367,816
Depreciable property	15,943,139			15,554,740
Projects under development	194,254			160,190
Land held for development	404,846			325,200
Investment in real estate	21,151,576			20,407,946
Accumulated depreciation	(4,880,808		)	(4,539,583		)
Investment in real estate, net	16,270,768			15,868,363
Cash and cash equivalents	45,623			383,921
Investments in unconsolidated entities	17,906			12,327
Deposits – restricted	120,440			152,237
Escrow deposits – mortgage	10,462			10,692
Deferred financing costs, net	38,823			44,608
Other assets	164,523			187,155
Total assets	$	16,668,545		$	16,659,303
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	3,948,115		$	4,111,487
Notes, net	5,354,038			5,609,574
Lines of credit	7,000			—
Accounts payable and accrued expenses	105,602			35,206
Accrued interest payable	78,869			88,121
Other liabilities	370,046			291,289
Security deposits	68,758			65,286
Distributions payable	108,048			179,079
Total liabilities	10,040,476			10,380,042
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership	414,219			416,404
Equity:
Shareholders’ equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2012 and 1,600,000 shares issued and outstanding as of December 31, 2011	50,000			200,000
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 302,674,716 shares issued and outstanding as of September 30, 2012 and 297,508,185 shares issued and outstanding as of December 31, 2011	3,027			2,975
Paid in capital	5,364,802			5,047,186
Retained earnings	770,697			615,572
Accumulated other comprehensive (loss)	(197,754		)	(196,718		)
Total shareholders’ equity	5,990,772			5,669,015
Noncontrolling Interests:
Operating Partnership	147,650			119,536
Partially Owned Properties	75,428			74,306
Total Noncontrolling Interests	223,078			193,842
Total equity	6,213,850			5,862,857
Total liabilities and equity	$	16,668,545		$	16,659,303

See accompanying notes

2

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per share data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
REVENUES
Rental income	$	1,602,635		$	1,417,136		$	553,092		$	490,944
Fee and asset management	7,328			6,682			3,052			2,928
Total revenues	1,609,963			1,423,818			556,144			493,872
EXPENSES
Property and maintenance	325,071			300,362			110,679			101,712
Real estate taxes and insurance	182,222			162,430			64,235			57,109
Property management	62,769			62,191			18,493			19,175
Fee and asset management	3,595			3,207			1,108			1,250
Depreciation	509,338			467,416			167,406			159,691
General and administrative	37,178			32,462			10,096			10,121
Total expenses	1,120,173			1,028,068			372,017			349,058
Operating income	489,790			395,750			184,127			144,814
Interest and other income	70,516			6,598			70,087			5,313
Other expenses	(20,678		)	(9,318		)	(4,094		)	(2,528		)
Interest:
Expense incurred, net	(347,452		)	(350,957		)	(113,876		)	(112,449		)
Amortization of deferred financing costs	(10,319		)	(11,900		)	(3,338		)	(4,650		)
Income before income and other taxes, (loss) from investments in unconsolidated entities, net gain on sales of land parcels and discontinued operations	181,857			30,173			132,906			30,500
Income and other tax (expense) benefit	(627		)	(669		)	(222		)	(283		)
(Loss) from investments in unconsolidated entities	(3		)	—			(3		)	—
Net gain on sales of land parcels	—			4,217			—			—
Income from continuing operations	181,227			33,721			132,681			30,217
Discontinued operations, net	315,578			794,075			103,642			82,760
Net income	496,805			827,796			236,323			112,977
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership	(21,646		)	(36,275		)	(10,496		)	(4,742		)
Partially Owned Properties	(457		)	(418		)	312			(387		)
Net income attributable to controlling interests	474,702			791,103			226,139			107,848
Preferred distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares	(5,150		)	—			(5,150		)	—
Net income available to Common Shares	$	460,233		$	780,704		$	218,603		$	104,382
Earnings per share – basic:
Income from continuing operations available to Common Shares	$	0.53		$	0.07		$	0.40		$	0.09
Net income available to Common Shares	$	1.53		$	2.65		$	0.73		$	0.35
Weighted average Common Shares outstanding	300,116			294,474			301,336			295,831
Earnings per share – diluted:
Income from continuing operations available to Common Shares	$	0.52		$	0.07		$	0.39		$	0.08
Net income available to Common Shares	$	1.52		$	2.62		$	0.72		$	0.35
Weighted average Common Shares outstanding	317,265			311,908			318,773			312,844
Distributions declared per Common Share outstanding	$	1.0125		$	1.0125		$	0.3375		$	0.3375

See accompanying notes

3

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Comprehensive income:
Net income	$	496,805		$	827,796		$	236,323		$	112,977
Other comprehensive (loss) income:
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(12,337		)	(130,367		)	(3,695		)	(105,248		)
Losses reclassified into earnings from other comprehensive income	10,907			2,842			3,704			951
Other comprehensive income (loss) – other instruments:
Unrealized holding gains (losses) arising during the period	394			311			312			(182		)
Other comprehensive (loss) income	(1,036		)	(127,214		)	321			(104,479		)
Comprehensive income	495,769			700,582			236,644			8,498
Comprehensive (income) attributable to Noncontrolling Interests	(22,103		)	(36,693		)	(10,184		)	(5,129		)
Comprehensive income attributable to controlling interests	$	473,666		$	663,889		$	226,460		$	3,369

See accompanying notes

4

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	496,805		$	827,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	516,940			496,383
Amortization of deferred financing costs	10,384			12,769
Amortization of discounts and premiums on debt	(5,795		)	144
Amortization of deferred settlements on derivative instruments	10,506			2,441
Write-off of pursuit costs	6,141			4,052
Income from technology investments	—			(4,537		)
Loss from investments in unconsolidated entities	3			—
Distributions from unconsolidated entities – return on capital	454			318
Net (gain) on sales of land parcels	—			(4,217		)
Net (gain) on sales of discontinued operations	(307,447		)	(759,100		)
Loss on debt extinguishments	272			—
Unrealized (gain) on derivative instruments	(1		)	—
Compensation paid with Company Common Shares	20,836			16,722
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(2,250		)	5,101
(Increase) decrease in other assets	(14,039		)	3,239
Increase in accounts payable and accrued expenses	67,479			60,608
(Decrease) in accrued interest payable	(9,252		)	(28,736		)
Increase (decrease) in other liabilities	68,492			(20,193		)
Increase in security deposits	3,472			1,261
Net cash provided by operating activities	863,000			614,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(764,859		)	(634,581		)
Investment in real estate – development/other	(116,715		)	(93,761		)
Improvements to real estate	(114,535		)	(106,070		)
Additions to non-real estate property	(6,716		)	(4,879		)
Interest capitalized for real estate and unconsolidated entities under development	(15,776		)	(5,931		)
Proceeds from disposition of real estate, net	610,127			1,402,475
Investments in unconsolidated entities	(5,423		)	(865		)
Proceeds from technology investments	—			4,537
Decrease (increase) in deposits on real estate acquisitions and investments, net	31,677			(210,170		)
Decrease in mortgage deposits	230			1,916
Deconsolidation of previously consolidated properties	—			28,360
Acquisition of Noncontrolling Interests – Partially Owned Properties	(87		)	(12,809		)
Net cash (used for) provided by investing activities	(382,077		)	368,222

See accompanying notes

5

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(4,599	)	$	(8,070	)
Mortgage notes payable:
Proceeds	—			152,930
Restricted cash	2,370			16,595
Lump sum payoffs	(279,943		)	(859,066		)
Scheduled principal repayments	(11,022		)	(12,463		)
Loss on debt extinguishments	(272		)	—
Notes, net:
Lump sum payoffs	(253,858		)	(575,641		)
Lines of credit:
Proceeds	392,000			213,000
Repayments	(385,000		)	(187,000		)
Proceeds from sale of Common Shares	220,753			154,508
Proceeds from Employee Share Purchase Plan (ESPP)	4,944			4,558
Proceeds from exercise of options	46,781			94,373
Redemption of Preferred Shares	(150,000		)	—
Premium on redemption of Preferred Shares	(21		)	—
Payment of offering costs	(2,860		)	(2,770		)
Other financing activities, net	(33		)	(33		)
Contributions – Noncontrolling Interests – Partially Owned Properties	5,992			64
Contributions – Noncontrolling Interests – Operating Partnership	5			—
Distributions:
Common Shares	(371,319		)	(331,928		)
Preferred Shares	(11,344		)	(10,399		)
Noncontrolling Interests – Operating Partnership	(17,053		)	(15,464		)
Noncontrolling Interests – Partially Owned Properties	(4,742		)	(889		)
Net cash (used for) financing activities	(819,221		)	(1,367,695		)
Net (decrease) in cash and cash equivalents	(338,298		)	(385,422		)
Cash and cash equivalents, beginning of period	383,921			431,408
Cash and cash equivalents, end of period	$	45,623		$	45,986

See accompanying notes

6

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	353,329		$	381,194
Net cash paid for income and other taxes	$	573		$	607
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	137,644		$	99,131
Valuation of OP Units issued	$	66,606		$	—
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(7,462	)	$	(6,116	)
Notes, net	$	1,667		$	6,260
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(401	)	$	(401	)
Accumulated other comprehensive income	$	10,907		$	2,842
Unrealized (gain) on derivative instruments:
Other assets	$	5,934		$	5,217
Mortgage notes payable	$	(2,589	)	$	(464	)
Notes, net	$	(3,345	)	$	(1,476	)
Other liabilities	$	12,336		$	127,090
Accumulated other comprehensive income	$	(12,337	)	$	(130,367	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(15,163	)	$	(5,760	)
Investments in unconsolidated entities	$	(613	)	$	(171	)
Deconsolidation of previously consolidated properties:
Investment in real estate, net	$	—		$	35,495
Investments in unconsolidated entities	$	—		$	(7,135	)
Other:
Receivable on sale of Common Shares	$	28,457		$	—

See accompanying notes

7

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of year	$	200,000
Redemption of 6.48% Series N Cumulative Redeemable	(150,000		)
Balance, end of period	$	50,000
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year	$	2,975
Conversion of OP Units into Common Shares	3
Issuance of Common Shares	32
Exercise of share options	15
Employee Share Purchase Plan (ESPP)	1
Share-based employee compensation expense:
Restricted shares	1
Balance, end of period	$	3,027
PAID IN CAPITAL
Balance, beginning of year	$	5,047,186
Common Share Issuance:
Conversion of OP Units into Common Shares	8,557
Issuance of Common Shares	192,264
Exercise of share options	46,766
Employee Share Purchase Plan (ESPP)	4,943
Share-based employee compensation expense:
Restricted shares	6,998
Share options	9,854
ESPP discount	884
Offering costs	(2,860		)
Premium on redemption of Preferred Shares – original issuance costs	5,129
Supplemental Executive Retirement Plan (SERP)	(407		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	1,219
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership	8,866
Adjustment for Noncontrolling Interests ownership in Operating Partnership	35,403
Balance, end of period	$	5,364,802
RETAINED EARNINGS
Balance, beginning of year	$	615,572
Net income attributable to controlling interests	474,702
Common Share distributions	(305,108		)
Preferred Share distributions	(9,319		)
Premium on redemption of Preferred Shares – cash charge	(21		)
Premium on redemption of Preferred Shares – original issuance costs	(5,129		)
Balance, end of period	$	770,697

See accompanying notes

8

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012
SHAREHOLDERS' EQUITY (continued)
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(196,718	)
Accumulated other comprehensive (loss) – derivative instruments:
Unrealized holding (losses) arising during the period	(12,337		)
Losses reclassified into earnings from other comprehensive income	10,907
Accumulated other comprehensive income – other instruments:
Unrealized holding gains arising during the period	394
Balance, end of period	$	(197,754	)
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of year	$	119,536
Issuance of OP Units to Noncontrolling Interests	66,606
Issuance of LTIP Units to Noncontrolling Interests	5
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner	(8,560		)
Equity compensation associated with Noncontrolling Interests	4,759
Net income attributable to Noncontrolling Interests	21,646
Distributions to Noncontrolling Interests	(14,258		)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership	(6,681		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership	(35,403		)
Balance, end of period	$	147,650
PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	74,306
Net income attributable to Noncontrolling Interests	457
Contributions by Noncontrolling Interests	5,992
Distributions to Noncontrolling Interests	(4,775		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	(1,306		)
Other	754
Balance, end of period	$	75,428

See accompanying notes

9

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
Investment in real estate
Land	$	4,609,337		$	4,367,816
Depreciable property	15,943,139			15,554,740
Projects under development	194,254			160,190
Land held for development	404,846			325,200
Investment in real estate	21,151,576			20,407,946
Accumulated depreciation	(4,880,808		)	(4,539,583		)
Investment in real estate, net	16,270,768			15,868,363
Cash and cash equivalents	45,623			383,921
Investments in unconsolidated entities	17,906			12,327
Deposits – restricted	120,440			152,237
Escrow deposits – mortgage	10,462			10,692
Deferred financing costs, net	38,823			44,608
Other assets	164,523			187,155
Total assets	$	16,668,545		$	16,659,303
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	3,948,115		$	4,111,487
Notes, net	5,354,038			5,609,574
Lines of credit	7,000			—
Accounts payable and accrued expenses	105,602			35,206
Accrued interest payable	78,869			88,121
Other liabilities	370,046			291,289
Security deposits	68,758			65,286
Distributions payable	108,048			179,079
Total liabilities	10,040,476			10,380,042
Commitments and contingencies
Redeemable Limited Partners	414,219			416,404
Capital:
Partners' Capital:
Preference Units	50,000			200,000
General Partner	6,138,526			5,665,733
Limited Partners	147,650			119,536
Accumulated other comprehensive (loss)	(197,754		)	(196,718		)
Total partners' capital	6,138,422			5,788,551
Noncontrolling Interests – Partially Owned Properties	75,428			74,306
Total capital	6,213,850			5,862,857
Total liabilities and capital	$	16,668,545		$	16,659,303

See accompanying notes

10

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per Unit data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
REVENUES
Rental income	$	1,602,635		$	1,417,136		$	553,092		$	490,944
Fee and asset management	7,328			6,682			3,052			2,928
Total revenues	1,609,963			1,423,818			556,144			493,872
EXPENSES
Property and maintenance	325,071			300,362			110,679			101,712
Real estate taxes and insurance	182,222			162,430			64,235			57,109
Property management	62,769			62,191			18,493			19,175
Fee and asset management	3,595			3,207			1,108			1,250
Depreciation	509,338			467,416			167,406			159,691
General and administrative	37,178			32,462			10,096			10,121
Total expenses	1,120,173			1,028,068			372,017			349,058
Operating income	489,790			395,750			184,127			144,814
Interest and other income	70,516			6,598			70,087			5,313
Other expenses	(20,678		)	(9,318		)	(4,094		)	(2,528		)
Interest:
Expense incurred, net	(347,452		)	(350,957		)	(113,876		)	(112,449		)
Amortization of deferred financing costs	(10,319		)	(11,900		)	(3,338		)	(4,650		)
Income before income and other taxes, (loss) from investments in unconsolidated entities, net gain on sales of land parcels and discontinued operations	181,857			30,173			132,906			30,500
Income and other tax (expense) benefit	(627		)	(669		)	(222		)	(283		)
(Loss) from investments in unconsolidated entities	(3		)	—			(3		)	—
Net gain on sales of land parcels	—			4,217			—			—
Income from continuing operations	181,227			33,721			132,681			30,217
Discontinued operations, net	315,578			794,075			103,642			82,760
Net income	496,805			827,796			236,323			112,977
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Net income attributable to controlling interests	$	496,348		$	827,378		$	236,635		$	112,590
ALLOCATION OF NET INCOME:
Preference Units	$	9,319		$	10,399		$	2,386		$	3,466
Premium on redemption of Preference Units	$	5,150		$	—		$	5,150		$	—
General Partner	$	460,233		$	780,704		$	218,603		$	104,382
Limited Partners	21,646			36,275			10,496			4,742
Net income available to Units	$	481,879		$	816,979		$	229,099		$	109,124
Earnings per Unit – basic:
Income from continuing operations available to Units	$	0.53		$	0.07		$	0.40		$	0.09
Net income available to Units	$	1.53		$	2.65		$	0.73		$	0.35
Weighted average Units outstanding	313,932			307,705			315,513			308,884
Earnings per Unit – diluted:
Income from continuing operations available to Units	$	0.52		$	0.07		$	0.39		$	0.08
Net income available to Units	$	1.52		$	2.62		$	0.72		$	0.35
Weighted average Units outstanding	317,265			311,908			318,773			312,844
Distributions declared per Unit outstanding	$	1.0125		$	1.0125		$	0.3375		$	0.3375

See accompanying notes

11

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Comprehensive income:
Net income	$	496,805		$	827,796		$	236,323		$	112,977
Other comprehensive (loss) income:
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) arising during the period	(12,337		)	(130,367		)	(3,695		)	(105,248		)
Losses reclassified into earnings from other comprehensive income	10,907			2,842			3,704			951
Other comprehensive income (loss) – other instruments:
Unrealized holding gains (losses) arising during the period	394			311			312			(182		)
Other comprehensive (loss) income	(1,036		)	(127,214		)	321			(104,479		)
Comprehensive income	495,769			700,582			236,644			8,498
Comprehensive (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Comprehensive income attributable to controlling interests	$	495,312		$	700,164		$	236,956		$	8,111

See accompanying notes

12

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	496,805		$	827,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	516,940			496,383
Amortization of deferred financing costs	10,384			12,769
Amortization of discounts and premiums on debt	(5,795		)	144
Amortization of deferred settlements on derivative instruments	10,506			2,441
Write-off of pursuit costs	6,141			4,052
Income from technology investments	—			(4,537		)
Loss from investments in unconsolidated entities	3			—
Distributions from unconsolidated entities – return on capital	454			318
Net (gain) on sales of land parcels	—			(4,217		)
Net (gain) on sales of discontinued operations	(307,447		)	(759,100		)
Loss on debt extinguishments	272			—
Unrealized (gain) on derivative instruments	(1		)	—
Compensation paid with Company Common Shares	20,836			16,722
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(2,250		)	5,101
(Increase) decrease in other assets	(14,039		)	3,239
Increase in accounts payable and accrued expenses	67,479			60,608
(Decrease) in accrued interest payable	(9,252		)	(28,736		)
Increase (decrease) in other liabilities	68,492			(20,193		)
Increase in security deposits	3,472			1,261
Net cash provided by operating activities	863,000			614,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions	(764,859		)	(634,581		)
Investment in real estate – development/other	(116,715		)	(93,761		)
Improvements to real estate	(114,535		)	(106,070		)
Additions to non-real estate property	(6,716		)	(4,879		)
Interest capitalized for real estate and unconsolidated entities under development	(15,776		)	(5,931		)
Proceeds from disposition of real estate, net	610,127			1,402,475
Investments in unconsolidated entities	(5,423		)	(865		)
Proceeds from technology investments	—			4,537
Decrease (increase) in deposits on real estate acquisitions and investments, net	31,677			(210,170		)
Decrease in mortgage deposits	230			1,916
Deconsolidation of previously consolidated properties	—			28,360
Acquisition of Noncontrolling Interests – Partially Owned Properties	(87		)	(12,809		)
Net cash (used for) provided by investing activities	(382,077		)	368,222

See accompanying notes

13

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(4,599	)	$	(8,070	)
Mortgage notes payable:
Proceeds	—			152,930
Restricted cash	2,370			16,595
Lump sum payoffs	(279,943		)	(859,066		)
Scheduled principal repayments	(11,022		)	(12,463		)
Loss on debt extinguishments	(272		)	—
Notes, net:
Lump sum payoffs	(253,858		)	(575,641		)
Lines of credit:
Proceeds	392,000			213,000
Repayments	(385,000		)	(187,000		)
Proceeds from sale of OP Units	220,753			154,508
Proceeds from EQR's Employee Share Purchase Plan (ESPP)	4,944			4,558
Proceeds from exercise of EQR options	46,781			94,373
Redemption of Preference Units	(150,000		)	—
Premium on redemption of Preference Units	(21		)	—
Payment of offering costs	(2,860		)	(2,770		)
Other financing activities, net	(33		)	(33		)
Contributions – Noncontrolling Interests – Partially Owned Properties	5,992			64
Contributions – Limited Partners	5			—
Distributions:
OP Units – General Partner	(371,319		)	(331,928		)
Preference Units	(11,344		)	(10,399		)
OP Units – Limited Partners	(17,053		)	(15,464		)
Noncontrolling Interests – Partially Owned Properties	(4,742		)	(889		)
Net cash (used for) financing activities	(819,221		)	(1,367,695		)
Net (decrease) in cash and cash equivalents	(338,298		)	(385,422		)
Cash and cash equivalents, beginning of period	383,921			431,408
Cash and cash equivalents, end of period	$	45,623		$	45,986

See accompanying notes

14

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	353,329		$	381,194
Net cash paid for income and other taxes	$	573		$	607
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	$	137,644		$	99,131
Valuation of OP Units issued	$	66,606		$	—
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(7,462	)	$	(6,116	)
Notes, net	$	1,667		$	6,260
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(401	)	$	(401	)
Accumulated other comprehensive income	$	10,907		$	2,842
Unrealized (gain) on derivative instruments:
Other assets	$	5,934		$	5,217
Mortgage notes payable	$	(2,589	)	$	(464	)
Notes, net	$	(3,345	)	$	(1,476	)
Other liabilities	$	12,336		$	127,090
Accumulated other comprehensive income	$	(12,337	)	$	(130,367	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(15,163	)	$	(5,760	)
Investments in unconsolidated entities	$	(613	)	$	(171	)
Deconsolidation of previously consolidated properties:
Investment in real estate, net	$	—		$	35,495
Investments in unconsolidated entities	$	—		$	(7,135	)
Other:
Receivable on sale of OP Units	$	28,457		$	—

See accompanying notes

15

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012
PARTNERS' CAPITAL
PREFERENCE UNITS
Balance, beginning of year	$	200,000
Redemption of 6.48% Series N Cumulative Redeemable	(150,000		)
Balance, end of period	$	50,000
GENERAL PARTNER
Balance, beginning of year	$	5,665,733
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	8,560
Issuance of OP Units	192,296
Exercise of EQR share options	46,781
EQR's Employee Share Purchase Plan (ESPP)	4,944
Share-based employee compensation expense:
EQR restricted shares	6,999
EQR share options	9,854
EQR ESPP discount	884
Offering costs	(2,860		)
Premium on redemption of Preference Units – original issuance costs	5,129
Net income available to Units – General Partner	460,233
OP Units – General Partner distributions	(305,108		)
Supplemental Executive Retirement Plan (SERP)	(407		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	1,219
Change in market value of Redeemable Limited Partners	8,866
Adjustment for Limited Partners ownership in Operating Partnership	35,403
Balance, end of period	$	6,138,526
LIMITED PARTNERS
Balance, beginning of year	$	119,536
Issuance of OP Units to Limited Partners	66,606
Issuance of LTIP Units to Limited Partners	5
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	(8,560		)
Equity compensation associated with Units – Limited Partners	4,759
Net income available to Units – Limited Partners	21,646
Units – Limited Partners distributions	(14,258		)
Change in carrying value of Redeemable Limited Partners	(6,681		)
Adjustment for Limited Partners ownership in Operating Partnership	(35,403		)
Balance, end of period	$	147,650
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(196,718	)
Accumulated other comprehensive (loss) – derivative instruments:
Unrealized holding (losses) arising during the period	(12,337		)
Losses reclassified into earnings from other comprehensive income	10,907
Accumulated other comprehensive income – other instruments:
Unrealized holding gains arising during the period	394
Balance, end of period	$	(197,754	)

See accompanying notes

16

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	74,306
Net income attributable to Noncontrolling Interests	457
Contributions by Noncontrolling Interests	5,992
Distributions to Noncontrolling Interests	(4,775		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	(1,306		)
Other	754
Balance, end of period	$	75,428

See accompanying notes

17

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of September 30, 2012 owned an approximate 95.5% 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.

As of September 30, 2012, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 418 properties located in 13 states and the District of Columbia consisting of 118,986 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties	Apartment Units
Wholly Owned Properties	397	110,520
Partially Owned Properties – Consolidated	19	3,475
Military Housing	2	4,991
	418	118,986

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X 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 nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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

The balance sheets at December 31, 2011 have 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.

For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2011.

18

Income and Other Taxes

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

Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of September 30, 2012, the Company has recorded a deferred tax asset of approximately $31.7 million, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

The Company is the controlling partner in various consolidated partnerships owning 19 properties and 3,475 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $75.4 million at September 30, 2012. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $6.0 million. These six partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of September 30, 2012, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $33.3 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the six Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on September 30, 2012 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

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 material effect on the Company’s consolidated results of operations or financial position. See Note 9 for further discussion.

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

19

3. Equity, Capital and Other Interests

Equity and Redeemable Noncontrolling Interests of Equity Residential

The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and Long-Term Incentive Plan (“LTIP”) Units) for the nine months ended September 30, 2012:

	2012
Common Shares
Common Shares outstanding at January 1,	297,508,185
Common Shares Issued:
Conversion of OP Units	244,785
Issuance of Common Shares	3,173,919
Exercise of share options	1,517,880
Employee Share Purchase Plan (ESPP)	100,222
Restricted share grants, net	129,725
Common Shares outstanding at September 30,	302,674,716
Units
Units outstanding at January 1,	13,492,543
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
Conversion of OP Units to Common Shares	(244,785	)
Units outstanding at September 30,	14,399,790
Total Common Shares and Units outstanding at September 30,	317,074,506
Units Ownership Interest in Operating Partnership	4.5	%

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

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

The Noncontrolling Interests – Operating Partnership Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership”. Instruments that require settlement in registered shares 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 Noncontrolling Interests – Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are classified in permanent equity at September 30, 2012 and December 31, 2011.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership Units in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable

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Noncontrolling Interests – Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of September 30, 2012, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $414.2 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Noncontrolling Interests – Operating Partnership Units.

The following table presents the change in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the nine months ended September 30, 2012 (amounts in thousands):

	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

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

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

The following table presents the Company’s issued and outstanding Preferred Shares as of September 30, 2012 and December 31, 2011:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		September 30, 2012		December 31, 2011
Preferred Shares of beneficial interest, $0.01 par value;   100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred; liquidation   value $50 per share; 1,000,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preferred; liquidation   value $250 per share; 0 and 600,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011, respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preferred shares (Series K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on all series of Preferred Shares are payable quarterly at various pay dates. The dividend listed for Series N is a Preferred Share rate and the equivalent Depositary Share annual dividend is $1.62 per share.

(3) The Series N Preferred Shares had a corresponding depositary share that consisted of ten times the number of shares and one-tenth the liquidation value and dividend per share.

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

Capital and Redeemable Limited Partners of ERP Operating Limited Partnership

The following tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the nine months ended September 30, 2012:

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	2012
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	311,000,728
Issued to General Partner:
Issuance of OP Units	3,173,919
Exercise of EQR share options	1,517,880
EQR’s Employee Share Purchase Plan (ESPP)	100,222
EQR's restricted share grants, net	129,725
Issued to Limited Partners:
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
General and Limited Partner Units outstanding at September 30,	317,074,506
Limited Partner Units
Limited Partner Units outstanding at January 1,	13,492,543
Limited Partner LTIP Units, net	70,235
Limited Partner OP Units issued through acquisitions	1,081,797
Conversion of Limited Partner OP Units to EQR Common Shares	(244,785	)
Limited Partner Units outstanding at September 30,	14,399,790
Limited Partner Units Ownership Interest in Operating Partnership	4.5	%

The Limited Partners of the Operating Partnership as of September 30, 2012 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 Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period.

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

The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares 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 Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at September 30, 2012 and December 31, 2011.

The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of September 30, 2012, the Redeemable Limited Partner Units have a redemption value of approximately $414.2 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Limited Partner Units.

The following table presents the change in the redemption value of the Redeemable Limited Partners for the nine months ended September 30, 2012 (amounts in thousands):

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	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

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

The following table presents the Operating Partnership’s issued and outstanding “Preference Units” as of September 30, 2012 and December 31, 2011:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		September 30, 2012		December 31, 2011
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preference Units;   liquidation value $250 per unit; 0 and 600,000 units issued and   outstanding at September 30, 2012 and December 31, 2011,   respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company 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 had a corresponding depositary unit that consisted of ten times the number of units and one-tenth the liquidation value and dividend per unit.

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

Other

In September 2009, the Company announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years (later increased by 5.7 million Common Shares and extended to February 2014) into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). During the nine months ended September 30, 2012, EQR issued approximately 3.2 million Common Shares at an average price of $60.59 per share for total consideration of approximately $192.3 million through the ATM program. Concurrent with these transactions, ERPOP issued approximately 3.2 million OP Units to EQR. EQR has 6.0 million Common Shares remaining available for issuance under the ATM program as of September 30, 2012.

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 September 30, 2012. No shares were repurchased during the nine months ended September 30, 2012.

On April 18, 2012, the Operating Partnership issued 1,081,797 OP Units having a value of $66.6 million (based on the closing price for Common Shares of $61.57 on such date) as partial consideration for the acquisition of one rental property.

During the nine months ended September 30, 2012, the Company acquired all of its partner's interest in one consolidated partially owned land parcel for no cash consideration. In conjunction with this transaction, the Company increased paid in capital

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(included in general partner's capital in the Operating Partnership's financial statements) by $1.2 million (net of $0.1 million of transaction costs) and reduced Noncontrolling Interests – Partially Owned Properties by $1.3 million.

4. Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of September 30, 2012 and December 31, 2011 (amounts in thousands):

	September 30, 2012			December 31, 2011
Land	$	4,609,337		$	4,367,816
Depreciable property:
Buildings and improvements	14,580,915			14,262,616
Furniture, fixtures and equipment	1,362,224			1,292,124
Projects under development:
Land	76,250			75,646
Construction-in-progress	118,004			84,544
Land held for development:
Land	350,102			299,096
Construction-in-progress	54,744			26,104
Investment in real estate	21,151,576			20,407,946
Accumulated depreciation	(4,880,808		)	(4,539,583		)
Investment in real estate, net	$	16,270,768		$	15,868,363

During the nine months ended September 30, 2012, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	9	1,896	$	906,305
Land Parcels (five)	—	—	62,240
Total	9	1,896	$	968,545

During the nine months ended September 30, 2012, the Company disposed of the following to unaffiliated parties (sales price in thousands):

	Properties	Apartment Units	Sales Price
Rental Properties – Consolidated	20	5,337	$	616,904
Total	20	5,337	$	616,904

The Company recognized a net gain on sales of discontinued operations of approximately $307.4 million on the above sales.

5. Commitments to Acquire/Dispose of Real Estate

In addition to the land parcel that was subsequently acquired as discussed in Note 14, the Company has entered into separate agreements to acquire the following (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties	2	542	$	192,250
Land Parcels (two)	—	—	57,500
Total	2	542	$	249,750

In addition to the properties that were subsequently disposed of as discussed in Note 14, the Company has entered into

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separate agreements to dispose of the following (sales price in thousands):

	Properties	Apartment Units	Sales Price
Rental Properties	5	1,578	$	141,450
Total	5	1,578	$	141,450

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

6. Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of September 30, 2012 (amounts in thousands except for project and apartment unit amounts):

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	Consolidated								Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development		Other			Total			Institutional Joint Ventures (5)
Total projects (1)	—		19			19			—
Total apartment units (1)	—		3,475			3,475			—
Balance sheet information at 9/30/12 (at 100%):
ASSETS
Investment in real estate	$	149,888	$	452,473		$	602,361		$	143,996
Accumulated depreciation	—		(155,820		)	(155,820		)	—
Investment in real estate, net	149,888		296,653			446,541			143,996
Cash and cash equivalents	5,475		15,641			21,116			155
Deposits – restricted	43,601		5			43,606			—
Deferred financing costs, net	—		1,055			1,055			6
Other assets	5,811		153			5,964			—
Total assets	$	204,775	$	313,507		$	518,282		$	144,157
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable	$	—	$	200,337		$	200,337		$	50,934
Accounts payable & accrued expenses	222		2,273			2,495			4,995
Accrued interest payable	—		782			782			204
Other liabilities	1,269		1,107			2,376			117
Security deposits	—		1,506			1,506			1
Total liabilities	1,491		206,005			207,496			56,251
Noncontrolling Interests – Partially Owned    Properties	82,776		(7,348		)	75,428			70,428
Company equity/General and Limited Partners'    Capital	120,508		114,850			235,358			17,478
Total equity/capital	203,284		107,502			310,786			87,906
Total liabilities and equity/capital	$	204,775	$	313,507		$	518,282		$	144,157
Debt – Secured (2):
Company/Operating Partnership Ownership (3)	$	—	$	159,068		$	159,068		$	10,187
Noncontrolling Ownership	—		41,269			41,269			40,747
Total (at 100%)	$	—	$	200,337		$	200,337		$	50,934

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	Consolidated									Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development			Other			Total			Institutional Joint Ventures (5)
Operating information for the nine months ended 9/30/12 (at 100%):
Operating revenue	$	—		$	46,432		$	46,432		$	2
Operating expenses	121			14,789			14,910			112
Net operating (loss) income	(121		)	31,643			31,522			(110		)
Depreciation	—			11,516			11,516			—
General and administrative/other	93			39			132			—
Operating (loss) income	(214		)	20,088			19,874			(110		)
Interest and other income	2			100			102			—
Other expenses	(248		)	—			(248		)	—
Interest:
Expense incurred, net	—			(7,040		)	(7,040		)	—
Amortization of deferred financing costs	—			(125		)	(125		)	—
(Loss) income before income and other taxes	(460		)	13,023			12,563			(110		)
Income and other tax (expense) benefit	(25		)	(75		)	(100		)	—
Net (loss) income	$	(485	)	$	12,948		$	12,463		$	(110	)

(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 Company.

(3) Represents the Company’s/Operating Partnership’s current equity ownership interest.

(4) A development project with a noncontrolling interest balance of $81.8 million is not a VIE.

(5) These development projects (Nexus Sawgrass and Domain) are owned 20% by the Company and 80% by an institutional partner in two separate unconsolidated joint ventures. Total project costs are approximately $232.8 million and construction will be predominantly funded with two separate long-term, non-recourse secured loans from the partner. The Company is responsible for constructing the projects and has given certain construction cost overrun guarantees but currently has no further funding obligations. Nexus Sawgrass has a maximum debt commitment of $47.1 million and a current unconsolidated outstanding balance of $19.1 million; the loan bears interest at 5.60% and matures January 1, 2021. Domain has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $31.8 million; the loan bears interest at 5.75% and matures January 1, 2022.

The Company and its joint venture partner sold two consolidated partially owned properties consisting of 441 apartment units and recognized a net gain on the sales of approximately $21.5 million.

The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $75.4 million at September 30, 2012. The Company has identified certain development partnerships as VIEs as the Company 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 Company 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 Company’s VIEs are restricted in their use to the specific VIE to which they relate and are not available for general corporate use. The Company does not have any unconsolidated VIEs.

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet (not a VIE). Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September 30, 2012, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $194.7 million, of which Toll Brothers' noncontrolling interest balance totaled $81.8 million.

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The Company admitted an 80% institutional partner to two separate entities/transactions (one in December 2010 and the other in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These land parcels are now unconsolidated. Total project costs are approximately $232.8 million and construction will be predominantly funded with two separate long-term, non-recourse secured loans from the partner. While the Company is the managing member of both of the joint ventures, is responsible for constructing both of the projects and has given certain construction cost overrun guarantees, all major decisions are made jointly, the large majority of funding is provided by the partner and the partner has significant involvement in and oversight of the ongoing projects, neither of which is a VIE. The Company currently has no further funding obligations related to these projects.

7. Deposits – Restricted

The following table presents the Company’s restricted deposits as of September 30, 2012 and December 31, 2011 (amounts in thousands):

	September 30, 2012		December 31, 2011
Tax–deferred (1031) exchange proceeds	$	17,555	$	53,668
Earnest money on pending acquisitions	12,087		7,882
Restricted deposits on debt	—		2,370
Restricted deposits on real estate investments	44,201		43,970
Resident security and utility deposits	42,495		40,403
Other	4,102		3,944
Totals	$	120,440	$	152,237

8. Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guaranteed the Operating Partnership’s $500.0 million unsecured senior term loan, which was repaid at maturity on October 5, 2012, and also guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

Mortgage Notes Payable

As of September 30, 2012, the Company had outstanding mortgage debt of approximately $3.9 billion.

During the nine months ended September 30, 2012, the Company:

▪ Repaid $291.0 million of mortgage loans; and

▪ Assumed $137.6 million of mortgage debt on two acquired properties.

The Company recorded approximately $0.3 million and $1.1 million of prepayment penalties and write-offs of unamortized deferred financing costs, respectively, during the nine months ended September 30, 2012 as additional interest expense related to debt extinguishment of mortgages.

As of September 30, 2012, the Company had $362.2 million of secured debt subject to third party credit enhancement.

As of September 30, 2012, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through September 1, 2048. At September 30, 2012, the interest rate range on the Company’s mortgage debt was 0.16% to 11.25%. During the nine months ended September 30, 2012, the weighted average interest rate on the Company’s mortgage debt was 4.95%.

Notes

As of September 30, 2012, the Company had outstanding unsecured notes of approximately $5.4 billion.

During the nine months ended September 30, 2012, the Company:

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▪ Repaid $253.9 million of 6.625% unsecured notes at maturity; and

▪ Entered into a new senior unsecured $500.0 million delayed draw term loan facility that could have been drawn anytime on or before July 4, 2012. The Company elected not to draw on this facility and subject to the terms of the agreement, the facility expired undrawn. The Company recorded approximately $1.0 million of write-offs of unamortized deferred financing costs at termination.

In December 2011, the Company obtained a commitment for a senior unsecured bridge loan facility in an aggregate principal amount not to exceed $1.0 billion to finance the potential acquisition of an ownership interest in Archstone, a privately-held owner, operator and developer of multifamily apartment properties. On January 6, 2012, the Company terminated this $1.0 billion bridge loan facility in connection with an amendment to the Company's revolving credit facility (see below for further discussion) and the execution of the term loan facility discussed above.

As of September 30, 2012, scheduled maturities for the Company’s outstanding notes were at various dates through 2026. At September 30, 2012, the interest rate range on the Company’s notes was 0.70% to 7.57%. During the nine months ended September 30, 2012, the weighted average interest rate on the Company’s notes was 5.10%.

Lines of Credit

In July 2011, the Company replaced its then existing unsecured revolving credit facility with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. On January 6, 2012, the Company amended this credit facility to increase available borrowings by an additional $500.0 million to $1.75 billion with all other terms, including the July 13, 2014 maturity date, remaining the same. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.15%) and the Company pays an annual facility fee of 0.2%. Both the spread and the facility fee are dependent on the credit rating of the Company’s long-term debt. This facility replaced the Company’s then existing $1.425 billion facility which was scheduled to mature in February 2012.

As of September 30, 2012, the amount available on the credit facility was $1.71 billion (net of $30.2 million which was restricted/dedicated to support letters of credit and net of $7.0 million outstanding). During the nine months ended September 30, 2012, the weighted average interest rate was 1.34%.

9. Derivative and Other Fair Value Instruments

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

The carrying values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $3.9 billion and $5.4 billion, respectively, at September 30, 2012. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $4.3 billion (Level 2) and $6.0 billion (Level 2), respectively, at September 30, 2012. The carrying values of the Company's mortgage notes payable and unsecured notes were approximately $4.1 billion and $5.6 billion, respectively, at December 31, 2011. The fair values of the Company’s mortgage notes payable and unsecured notes were approximately $4.3 billion (Level 2) and $6.0 billion (Level 2), respectively, at December 31, 2011. The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, lines of credit, derivative instruments and investment securities), including cash and cash equivalents and other financial instruments, approximate their carrying or contract values.

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

The following table summarizes the Company’s consolidated derivative instruments at September 30, 2012 (dollar amounts are in thousands):

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	Fair Value Hedges (1)			Forward Starting Swaps (2)
Current Notional Balance	$	300,000		$	200,000
Lowest Possible Notional	$	300,000		$	200,000
Highest Possible Notional	$	300,000		$	200,000
Lowest Interest Rate	2.009		%	3.478		%
Highest Interest Rate	2.637		%	4.695		%
Earliest Maturity Date	2013			2023
Latest Maturity Date	2013			2023

(1) Fair Value Hedges – Converts outstanding fixed rate debt to a floating interest rate.

(2) Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations in 2014, and are targeted to 2013 issuances.

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

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

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

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

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

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying Consolidated Balance Sheets at September 30, 2012 and December 31, 2011, respectively (amounts in thousands):

30

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	9/30/2012		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	3,038	$	—	$	3,038	$	—
Supplemental Executive Retirement Plan	Other Assets	69,369		69,369		—		—
Available-for-Sale Investment Securities	Other Assets	1,944		1,944		—		—
Total		$	74,351	$	71,313	$	3,038	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	44,615	$	—	$	44,615	$	—
Supplemental Executive Retirement Plan	Other Liabilities	69,369		69,369		—		—
Total		$	113,984	$	69,369	$	44,615	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	414,219	$	—	$	414,219	$	—

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2011		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	8,972	$	—	$	8,972	$	—
Supplemental Executive Retirement Plan	Other Assets	71,426		71,426		—		—
Available-for-Sale Investment Securities	Other Assets	1,550		1,550		—		—
Total		$	81,948	$	72,976	$	8,972	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	32,278	$	—	$	32,278	$	—
Supplemental Executive Retirement Plan	Other Liabilities	71,426		71,426		—		—
Total		$	103,704	$	71,426	$	32,278	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	416,404	$	—	$	416,404	$	—

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011, respectively (amounts in thousands):

31

September 30, 2012 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(5,934	)	Fixed rate debt	Interest expense	$	5,934
Total		$	(5,934	)			$	5,934

September 30, 2011 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(1,940	)	Fixed rate debt	Interest expense	$	1,940
Total		$	(1,940	)			$	1,940

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011, respectively (amounts in thousands):

	Effective Portion							Ineffective Portion
September 30, 2012 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(12,337	)	Interest expense	$	(10,907	)	N/A	$	—
Total	$	(12,337	)		$	(10,907	)		$	—

	Effective Portion							Ineffective Portion
September 30, 2011 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(131,689	)	Interest expense	$	(2,842	)	N/A	$	—
Development Interest Rate Swaps/Caps	1,322			Interest expense	—			N/A	—
Total	$	(130,367	)		$	(2,842	)		$	—

As of September 30, 2012 and December 31, 2011, there were approximately $199.0 million and $197.6 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at September 30, 2012, the Company may recognize an estimated $19.1 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending September 30, 2013.

The following tables set forth the maturity, amortized cost, gross unrealized gains and losses, book/fair value and interest and other income of the various investment securities held as of September 30, 2012 and December 31, 2011, respectively (amounts in thousands):

32

		Other Assets
September 30, 2012 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	1,269	$	—	$	1,944	$	—
Total		$	675	$	1,269	$	—	$	1,944	$	—

		Other Assets
December 31, 2011 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	875	$	—	$	1,550	$	—
Total		$	675	$	875	$	—	$	1,550	$	—

10. Earning Per Share and Earnings Per Unit

Equity Residential

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

33

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Numerator for net income per share – basic:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Allocation to Noncontrolling Interests – Operating Partnership, net	(7,477		)	(1,018		)	(5,750		)	(1,142		)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Preferred distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Common Shares, net of Noncontrolling Interests	158,824			21,886			119,707			25,222
Discontinued operations, net of Noncontrolling Interests	301,409			758,818			98,896			79,160
Numerator for net income per share – basic	$	460,233		$	780,704		$	218,603		$	104,382
Numerator for net income per share – diluted:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Preferred distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Common Shares	166,301			22,904			125,457			26,364
Discontinued operations, net	315,578			794,075			103,642			82,760
Numerator for net income per share – diluted	$	481,879		$	816,979		$	229,099		$	109,124
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic	300,116			294,474			301,336			295,831
Effect of dilutive securities:
OP Units	13,816			13,231			14,177			13,053
Long-term compensation shares/units	3,333			4,203			3,260			3,960
Denominator for net income per share – diluted	317,265			311,908			318,773			312,844
Net income per share – basic	$	1.53		$	2.65		$	0.73		$	0.35
Net income per share – diluted	$	1.52		$	2.62		$	0.72		$	0.35
Net income per share – basic:
Income from continuing operations available to Common Shares, net of Noncontrolling Interests	$	0.529		$	0.074		$	0.397		$	0.085
Discontinued operations, net of Noncontrolling Interests	1.005			2.577			0.328			0.268
Net income per share – basic	$	1.534		$	2.651		$	0.725		$	0.353
Net income per share – diluted:
Income from continuing operations available to Common Shares	$	0.524		$	0.073		$	0.394		$	0.084
Discontinued operations, net	0.995			2.546			0.325			0.265
Net income per share – diluted	$	1.519		$	2.619		$	0.719		$	0.349

The effect of the Common Shares that could ultimately be issued upon the conversion/exchange of the Company’s $650.0 million exchangeable senior notes ($482.5 million outstanding were redeemed on August 18, 2011) was not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

ERP Operating Limited Partnership

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

34

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Numerator for net income per Unit – basic and diluted:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Allocation to Preference Units	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Allocation to premium on redemption of Preference Units	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Units	166,301			22,904			125,457			26,364
Discontinued operations, net	315,578			794,075			103,642			82,760
Numerator for net income per Unit – basic and diluted	$	481,879		$	816,979		$	229,099		$	109,124
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit - basic	313,932			307,705			315,513			308,884
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company's long-term compensation shares/units	3,333			4,203			3,260			3,960
Denominator for net income per Unit – diluted	317,265			311,908			318,773			312,844
Net income per Unit – basic	$	1.53		$	2.65		$	0.73		$	0.35
Net income per Unit – diluted	$	1.52		$	2.62		$	0.72		$	0.35
Net income per Unit – basic:
Income from continuing operations available to Units	$	0.529		$	0.074		$	0.397		$	0.085
Discontinued operations, net	1.005			2.577			0.328			0.268
Net income per Unit – basic	$	1.534		$	2.651		$	0.725		$	0.353
Net income per Unit – diluted:
Income from continuing operations available to Units	$	0.524		$	0.073		$	0.394		$	0.084
Discontinued operations, net	0.995			2.546			0.325			0.265
Net income per Unit – diluted	$	1.519		$	2.619		$	0.719		$	0.349

The effect of the Common Shares/OP Units that could ultimately be issued upon the conversion/exchange of the Company’s $650.0 million exchangeable senior notes ($482.5 million outstanding were redeemed on August 18, 2011) was not included in the computation of diluted earnings per Unit because the effects would be anti-dilutive.

11. Discontinued Operations

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of and all properties held for sale, if any.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets during the nine months and quarters ended September 30, 2012 and 2011 (amounts in thousands).

35

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
REVENUES
Rental income	$	27,764		$	140,541		$	4,014		$	21,850
Total revenues	27,764			140,541			4,014			21,850
EXPENSES (1)
Property and maintenance	8,420			60,583			1,611			7,125
Real estate taxes and insurance	2,010			10,995			309			2,125
Property management	211			198			70			66
Depreciation	7,602			28,967			1,428			5,762
General and administrative	71			49			31			2
Total expenses	18,314			100,792			3,449			15,080
Discontinued operating income	9,450			39,749			565			6,770
Interest and other income	79			150			34			46
Interest (2):
Expense incurred, net	(1,381		)	(4,086		)	(341		)	(942		)
Amortization of deferred financing costs	(65		)	(869		)	(9		)	(71		)
Income and other tax (expense) benefit	48			31			(1		)	93
Discontinued operations	8,131			34,975			248			5,896
Net gain on sales of discontinued operations	307,447			759,100			103,394			76,864
Discontinued operations, net	$	315,578		$	794,075		$	103,642		$	82,760

(1) Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2) Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

For the properties sold during the nine months ended September 30, 2012, the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 2011 were $308.2 million and $36.6 million, respectively.

12. Commitments and Contingencies

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

The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no amounts have been accrued at September 30, 2012. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

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

As of September 30, 2012, the Company has five consolidated projects totaling 1,267 apartment units in various stages of development with commitments to fund of approximately $283.1 million and estimated completion dates ranging through June 30, 2014, as well as other completed development projects that are in various stages of lease up or are stabilized. These five projects under development are being developed solely by the Company.

36

As of September 30, 2012, the Company has two unconsolidated projects totaling 945 apartment units under development with estimated completion dates ranging through December 31, 2013. The Company currently has no further funding obligations related to these projects. While the Company is the managing member of both of the joint ventures, is responsible for constructing both projects and has given certain construction cost overrun guarantees, all major decisions are made jointly, the large majority of funding is provided by the partner and the partner has significant involvement in and oversight of the ongoing projects. The buy-sell arrangements contain provisions that provide the right, but not the obligation, for the Company to acquire the partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events (including at stabilization) described in the development venture agreements.

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September 30, 2012, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $194.7 million, of which Toll Brothers' noncontrolling interest balance totaled $81.8 million.

13. Reportable Segments

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

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company's operating performance geographically by market and both on a same store and non-same store basis. The Company’s operating segments (geographic markets) have been aggregated into four reportable segments based upon the geographic region in which they are located.

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

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the nine months and quarters ended September 30, 2012 and 2011, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying consolidated statements of operations). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following tables present NOI for each segment from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2012 and 2011, respectively, as well as total assets and capital expenditures at September 30, 2012 (amounts in thousands):

37

	Nine Months Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	530,972	$	295,518	$	264,709	$	337,232	$	—		$	1,428,431
Non-same store/other (2) (3)	76,922		37,945		14,667		44,834		(164		)	174,204
Total rental income	607,894		333,463		279,376		382,066		(164		)	1,602,635
Operating expenses:
Same store (1)	190,952		100,384		103,333		110,847		—			505,516
Non-same store/other (2) (3)	23,636		18,197		5,793		15,326		1,594			64,546
Total operating expenses	214,588		118,581		109,126		126,173		1,594			570,062
NOI:
Same store (1)	340,020		195,134		161,376		226,385		—			922,915
Non-same store/other (2) (3)	53,286		19,748		8,874		29,508		(1,758		)	109,658
Total NOI	$	393,306	$	214,882	$	170,250	$	255,893	$	(1,758	)	$	1,032,573
Total assets	$	6,945,739	$	3,029,831	$	2,358,093	$	3,286,507	$	1,048,375		$	16,668,545
Capital expenditures	$	42,259	$	27,337	$	22,280	$	21,732	$	927		$	114,535

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development and other corporate operations.

	Nine Months Ended September 30, 2011
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	502,724	$	272,851	$	253,202	$	324,913	$	—		$	1,353,690
Non-same store/other (2) (3)	33,937		4,217		9,764		18,902		(3,374		)	63,446
Total rental income	536,661		277,068		262,966		343,815		(3,374		)	1,417,136
Operating expenses:
Same store (1)	185,770		97,617		100,102		111,020		—			494,509
Non-same store/other (2) (3)	11,799		1,680		3,528		8,005		5,462			30,474
Total operating expenses	197,569		99,297		103,630		119,025		5,462			524,983
NOI:
Same store (1)	316,954		175,234		153,100		213,893		—			859,181
Non-same store/other (2) (3)	22,138		2,537		6,236		10,897		(8,836		)	32,972
Total NOI	$	339,092	$	177,771	$	159,336	$	224,790	$	(8,836	)	$	892,153

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development, condominium conversion overhead of $0.3 million and other corporate operations.

38

	Quarter Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	190,140	$	103,926	$	93,609	$	120,388	$	—		$	508,063
Non-same store/other (2) (3)	21,399		12,226		1,400		10,126		(122		)	45,029
Total rental income	211,539		116,152		95,009		130,514		(122		)	553,092
Operating expenses:
Same store (1)	66,289		34,805		36,949		39,420		—			177,463
Non-same store/other (2) (3)	7,318		5,686		788		3,580		(1,428		)	15,944
Total operating expenses	73,607		40,491		37,737		43,000		(1,428		)	193,407
NOI:
Same store (1)	123,851		69,121		56,660		80,968		—			330,600
Non-same store/other (2) (3)	14,081		6,540		612		6,546		1,306			29,085
Total NOI	$	137,932	$	75,661	$	57,272	$	87,514	$	1,306		$	359,685

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

(3) Other includes development and other corporate operations.

	Quarter Ended September 30, 2011
	Northeast		Northwest			Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	180,074	$	95,679		$	89,056	$	115,447	$	—		$	480,256
Non-same store/other (2) (3)	6,034		86			468		3,791		309			10,688
Total rental income	186,108		95,765			89,524		119,238		309			490,944
Operating expenses:
Same store (1)	64,479		33,844			34,437		39,622		—			172,382
Non-same store/other (2) (3)	1,926		195			154		1,673		1,666			5,614
Total operating expenses	66,405		34,039			34,591		41,295		1,666			177,996
NOI:
Same store (1)	115,595		61,835			54,619		75,825		—			307,874
Non-same store/other (2) (3)	4,108		(109		)	314		2,118		(1,357		)	5,074
Total NOI	$	119,703	$	61,726		$	54,933	$	77,943	$	(1,357	)	$	312,948

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

(3) Other includes development, condominium conversion overhead of $0.1 million and other corporate operations.

Note: Markets included in the above geographic segments are as follows:

(a) Northeast – New England (excluding Boston), Boston, New York Metro, DC Northern Virginia and Suburban Maryland.

(b) Northwest – Denver, San Francisco Bay Area and Seattle/Tacoma.

(c) Southeast – Atlanta, Jacksonville, Orlando and South Florida.

(d) Southwest – Inland Empire, Los Angeles, Orange County, Phoenix and San Diego.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2012 and 2011, respectively (amounts in thousands):

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	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Rental income	$	1,602,635		$	1,417,136		$	553,092		$	490,944
Property and maintenance expense	(325,071		)	(300,362		)	(110,679		)	(101,712		)
Real estate taxes and insurance expense	(182,222		)	(162,430		)	(64,235		)	(57,109		)
Property management expense	(62,769		)	(62,191		)	(18,493		)	(19,175		)
Total operating expenses	(570,062		)	(524,983		)	(193,407		)	(177,996		)
Net operating income	$	1,032,573		$	892,153		$	359,685		$	312,948

14. Subsequent Events/Other

Subsequent Events

Subsequent to September 30, 2012, the Company:

• Acquired one land parcel for $79.0 million;

• Sold two properties consisting of 542 apartment units for $50.4 million;

• Repaid $24.0 million in mortgage loans;

• Repaid $222.1 million of 5.500% unsecured notes at maturity; and

• Repaid its $500.0 million term loan facility at maturity.

Other

During the nine months ended September 30, 2012 and 2011, the Company incurred charges of $8.8 million and $5.3 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on the acquisition of operating properties and $6.1 million and $4.0 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 $14.9 million and $9.3 million, respectively, are included in other expenses in the accompanying consolidated statements of operations.

On December 2, 2011, the Company entered into a contract with affiliates of Bank of America and Barclays PLC to acquire, for $1.325 billion, half of their interests - an approximately 26.5% interest overall - in Archstone, a privately-held owner, operator and developer of multifamily apartment properties. On January 20, 2012, Lehman Brothers Holdings Inc. ("Lehman"), the other owner of Archstone, acquired this 26.5% interest pursuant to a right of first offer and as a result, the Company's contract with the sellers was terminated. The Company had the exclusive right, exercisable on or before May 24, 2012, to contract to purchase the remaining 26.5% interest in Archstone owned by the same sellers for a price, determined by the Company, equal to $1.5 billion or higher. On May 24, 2012, the Company entered into a contract to purchase the remaining 26.5% interest in Archstone for $1.58 billion and Lehman exercised its right of first offer and acquired this 26.5% interest for $1.58 billion on June 6, 2012. As a result, the Company's contract was terminated and by the terms of the contract, the Company received $150.0 million in termination fees subject to certain contingencies. Consistent with the resolution of these contingencies, the Company recognized $70.0 million of these fees as interest and other income in July 2012 and will recognize the remaining $80.0 million, which is included in other liabilities on the consolidated balance sheet as of September 30, 2012, as interest and other income in October 2012. During the nine months ended September 30, 2012, the Company incurred Archstone-related expenses of approximately $1.9 million. Cumulative to date, the Company incurred Archstone-related expenses of approximately $6.3 million, of which approximately $2.6 million of this total was financing-related and $3.7 million was pursuit costs.

During the nine months ended September 30, 2012, the Company settled a dispute with the owners of a land parcel for $4.2 million, which is included in other expenses in the accompanying consolidated statements of operations.

During the nine months ended September 30, 2011, the Company received $4.5 million for the termination of its royalty participation in LRO/Rainmaker, a revenue management system, which is included in interest and other income in the accompanying consolidated statements of operations.

During the nine months ended September 30, 2011, the Company disposed of its corporate housing business for a sales price of approximately $4.0 million, of which the Company provided $2.0 million of seller financing to the buyer. At the time of sale, the full amount of the seller financing was reserved against and the related gain was deferred. During the nine months ended September 30, 2012, the Company collected $0.3 million on this note receivable. Cumulative to date, the Company has collected $0.5 million on this note receivable and has recognized a net gain on the sale of approximately $1.5 million.    

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In 2010, a portion of the parking garage collapsed at one of the Company’s rental properties (Prospect Towers in Hackensack, New Jersey). The costs related to the collapse (both expensed and capitalized), including providing for residents’ interim needs, lost revenue and garage reconstruction, were approximately $22.8 million, before insurance reimbursements of $13.6 million. The garage has been rebuilt with costs capitalized as incurred. Other costs, like those to accommodate displaced residents, lost revenue due to a portion of the property being temporarily unavailable for occupancy and legal costs, reduced earnings as they were incurred. Generally, insurance proceeds were recorded as increases to earnings as they were received. During the nine months ended September 30, 2012, the Company received approximately $3.5 million in insurance proceeds (included in real estate taxes and insurance on the consolidated statements of operations), which represented its final reimbursement of the $13.6 million in cumulative insurance proceeds.

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

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.

Forward-Looking Statements

Forward-looking 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 Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements. Factors that might cause such differences include, but are not limited to, the following:

▪ We intend to actively acquire 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 real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including large portfolios, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation;

▪ Debt financing and other capital required by the Company may not be available or may only be available on adverse terms;

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

▪ Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily and single family housing, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, slow or negative employment growth and household formation, the availability of low-interest mortgages for single family home buyers, changes in social preferences and the potential for geopolitical instability, all of which are beyond the Company's control; and

▪ Additional factors as discussed in Part I of the Company’s and the Operating Partnership's Annual Report on Form 10-K, particularly those under “Item 1A. Risk Factors”.

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

Overview

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

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EQR is the general partner of, and as of September 30, 2012 owned an approximate 95.5% 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.

The Company’s corporate headquarters are located in Chicago, Illinois and the Company also operates property management offices in each of its markets. As of September 30, 2012, the Company had approximately 3,700employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

Business Objectives and Operating Strategies

The Company 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.

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

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

We seek to maximize capital appreciation of our properties by investing in markets (our core markets) that are characterized by conditions favorable to multifamily property appreciation. These markets generally feature one or more of the following:

▪ High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties, creating limits on new 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 that allows us to increase rents.

Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, sales of properties and joint venture agreements. In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“OP Units”) as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. The Company may acquire land parcels to hold and/or sell based on market opportunities. The Company may also seek to acquire properties by purchasing defaulted or distressed debt that encumbers desirable properties in the hope of obtaining title to property through foreclosure or deed-in-lieu of foreclosure proceedings. The Company 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.

Over the past several years, the Company has done an extensive repositioning of its portfolio from low barrier to entry/non-core markets to high barrier to entry/core markets. Since 2005, the Company has sold over 129,000 apartment units primarily in its non-core markets for an aggregate sales price of approximately $10.7 billion, acquired over 44,000 apartment units in its core markets for approximately $10.3 billion and began approximately $2.8 billion of development projects in its core markets. We are currently seeking to acquire and develop assets primarily in the following targeted metropolitan areas (our core markets): Boston, New York, Washington DC, South Florida, Southern California, San Francisco and Seattle. We also have investments (in the aggregate about 17.3% of our NOI at September 30, 2012) in other markets including Denver, Atlanta, Phoenix, New England (excluding Boston), Orlando and Jacksonville but do not currently intend to acquire or develop new assets in these markets.

As part of its strategy, the Company purchases completed and fully occupied apartment properties, partially completed or partially occupied properties or land on which apartment properties can be constructed. We intend to hold a diversified portfolio of assets across our target markets. As of September 30, 2012, no single metropolitan area accounted for more than 16.1% of our NOI, though no guarantee can be made that NOI concentration may not increase in the future.

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

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

Current Environment

We expect continued strong growth in 2012 same store revenue (anticipated increase of 5.6%) and 2012 NOI (anticipated increase of 7.5%) and are optimistic that the strength in fundamentals realized in 2011 and so far in 2012 will be sustained for the foreseeable future. We believe the key drivers behind the anticipated increases in revenue are base rent pricing on new residents, renewal pricing on existing residents, resident turnover and physical occupancy. Due to higher turnover and vacancy experienced in the first quarter, we held base rents steady through April and began increasing rates again in May, as the leasing season demand began and occupancy grew. The peak leasing season showed very strong demand, allowing us to build occupancy and grow rents across our markets. Renewals remain strong and are in line with current base rent levels. Turnover has increased as we have grown base rents but we are still able to offset this turnover by refilling vacant units with qualified residents at higher base rents. Occupancy gains have been strong across most markets over the past quarter and occupancy reached 96.0% in July 2012, which has allowed us to continue to grow rents. While strong rate increases year to date have been slightly offset by more turnover than originally budgeted, we have achieved same store revenue growth to date of 5.5%. As we exit our primary leasing season (June through September), we expect that we will achieve same store revenue growth for the year around 5.6%. Despite slow growth in the overall economy, our business continues to perform well because of the combined forces of demographics, household formations and the continued aversion to home ownership, all of which should ensure a continued strong demand for rental housing. Taking all of these factors into account, the Company currently forecasts same store revenue growth in 2013 of 4.0% to 5.0%.

The Company anticipates that 2012 same store expenses will increase 2.3% primarily due to increases in real estate taxes, which are expected to approach 7.0% in 2012. This is primarily due to very aggressive rate and value increases in certain states and municipalities, reflecting those states and municipalities continued economic challenges and the dramatic improvement in apartment fundamentals. The other key driver of this increase is the burn off of 421a tax abatements in New York City. This 7.0% increase is higher than our original guidance of a 4.0% to 5.0% increase as the rate and value increases have far exceeded the Company's forecasts. Very good expense control in the core property level expenses (excluding property management costs and real estate taxes) continues as the Company leverages technology to find creative ways to reinvent its operations and should partially offset the increase in real estate taxes. This exceptional expense control has allowed the Company to realize over five years of annual expense growth below 3.0%.

Competition for the properties we are interested in acquiring is significant due to continued strength in market fundamentals. We believe our access to capital, our ability to execute large, complex transactions and our ability to efficiently stabilize large scale lease up properties provide us with a competitive advantage. The Company acquired nine consolidated properties consisting of 1,896 apartment units for $906.3 million during the nine months ended September 30, 2012. Due to the significant competition for the properties we are interested in acquiring, the Company has reduced its guidance for consolidated acquisitions to approximately $1.1 billion during the year ended December 31, 2012.

The Company also acquired five land parcels for $62.2 million during the nine months ended September 30, 2012. We acquired these land parcels with the intent to develop them into approximately $438.1 million of new apartment properties. Of these five land parcels, the Company acquired two land parcels in Seattle and one in Southern California for an aggregate purchase price of $38.5 million during the quarter ended September 30, 2012. The Company expects to start construction in early 2014 of 640 apartment units on the Seattle land parcels for a total development cost of approximately $226.0 million and 154 apartment units on the Southern California land parcel for a total development cost of approximately $43.2 million. The Company started construction on one project representing 88 apartment units totaling approximately $54.0 million of development costs during the nine months ended September 30, 2012. The Company expects to start construction on six projects (inclusive of the one project

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already started) representing 1,051 apartment units totaling approximately $545.0 million of development costs during the year ended December 31, 2012.

The Company continues to sell non-core assets and reduce its exposure to non-core markets as we believe these assets do not fit into our long term plans and we can sell them for prices that we believe are favorable. The Company sold 20 consolidated properties consisting of 5,337 apartment units for $616.9 million during the nine months ended September 30, 2012. These dispositions combined with reinvestment of the cash proceeds in assets with lower cap rates (see definition below) were dilutive to our per share results. The Company defines dilution from transactions as the lost NOI from sales proceeds that were not reinvested in other apartment properties or were reinvested in properties with a lower cap rate. As the Company sells assets in its non-core markets and redeploys that capital into its core markets, the Company has reduced its guidance for consolidated dispositions in line with its guidance for consolidated acquisitions to approximately $1.1 billion during the year ended December 31, 2012.

On December 2, 2011, the Company entered into a contract with affiliates of Bank of America and Barclays PLC to acquire, for $1.325 billion, half of their interests - an approximately 26.5% interest overall - in Archstone, a privately-held owner, operator and developer of multifamily apartment properties. On January 20, 2012, Lehman Brothers Holdings Inc. ("Lehman"), the other owner of Archstone, acquired this 26.5% interest pursuant to a right of first offer and as a result, the Company's contract with the sellers was terminated. The Company had the exclusive right, exercisable on or before May 24, 2012, to contract to purchase the remaining 26.5% interest in Archstone owned by the same sellers for a price, determined by the Company, equal to $1.5 billion or higher. On May 24, 2012, the Company entered into a contract to purchase the remaining 26.5% interest in Archstone for $1.58 billion and Lehman exercised its right of first offer and acquired this 26.5% interest for $1.58 billion on June 6, 2012. As a result, the Company's contract was terminated and by the terms of the contract, the Company received $150.0 million in termination fees subject to certain contingencies. Consistent with the resolution of these contingencies, the Company recognized $70.0 million of these fees as interest and other income in July 2012 and will recognize the remaining $80.0 million, which is included in other liabilities on the consolidated balance sheet as of September 30, 2012, as interest and other income in October 2012. During the nine months ended September 30, 2012, the Company incurred Archstone-related expenses of approximately $1.9 million. Cumulative to date, the Company incurred Archstone-related expenses of approximately $6.3 million, of which approximately $2.6 million of this total was financing-related and $3.7 million was pursuit costs.

We currently have access to multiple sources of capital including the equity markets as well as both the secured and unsecured debt markets. In December 2011, the Company completed a $1.0 billion unsecured ten year note offering with a coupon of 4.625% and an all-in effective interest rate of approximately 6.2%. We also raised $201.9 million in equity under our ATM Common Share offering program in 2011 and have raised an additional $192.3 million under this program thus far in 2012. In July 2011, the Company replaced its then existing unsecured revolving credit facility which was due to mature in February 2012 with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The Company believes that the new facility contains a diversified and strong bank group which increases its balance sheet flexibility going forward. In January 2012, the Company amended this facility to increase available borrowings by $500.0 million to $1.75 billion representing access to certain but contingent capital if the Company had been successful in its pursuit of Archstone. This increase on its unsecured revolving credit facility is available for other funding obligations and general corporate purposes.

We believe that cash and cash equivalents, securities readily convertible to cash, current availability on our revolving credit facility and disposition proceeds for 2012 will provide sufficient liquidity to meet our funding obligations relating to asset acquisitions, debt maturities and existing development projects into 2013. We expect that our remaining longer-term funding requirements will be met through some combination of new borrowings, equity issuances (including EQR's ATM Common Share offering program), property dispositions, joint ventures and cash generated from operations.

There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac (the “Government Sponsored Enterprises” or “GSEs”). Through their lender originator networks, Fannie Mae and Freddie Mac are significant lenders both to the Company and to buyers of the Company's properties. The GSEs have a mandate to support multifamily housing through their financing activities. Any changes to their mandates, reductions in their size or the scale of their activities or loss of key personnel could have a significant impact on the Company and may, among other things, lead to lower values for our disposition assets and higher interest rates on our borrowings. Such changes may also provide an advantage to us by making the cost of financing single family home ownership more expensive and provide us a competitive advantage given the size of our balance sheet and the multiple sources of capital to which we have access.

We believe that the Company is well-positioned as of September 30, 2012 because our properties are geographically diverse, were approximately 95.1% occupied (96.1% on a same store basis) and the long-term demographic picture is positive. With the exception of the Washington, D.C. and Seattle market areas and the San Jose sub-market area of San Francisco, little

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new multifamily rental supply will be added to our markets over the next several years. We believe our strong balance sheet and ample liquidity will allow us to fund our debt maturities and development costs in the near term, and should also allow us to take advantage of investment opportunities in the future. As economic conditions continue to improve, the short-term nature of our leases and the limited supply of new rental housing being constructed, along with the customer service and superior value provided by our on-site personnel, should allow us to realize even more revenue growth and improvement in our operating results.

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

Results of Operations

In conjunction with our business objectives and operating strategy, the Company continued to invest in apartment properties located in strategically targeted markets during the nine months ended September 30, 2012 as follows:

▪ Acquired $906.3 million of apartment properties consisting of nine consolidated properties and 1,896 apartment units at a weighted average cap rate (see definition below) of 4.7% and five land parcels for $62.2 million, all of which we deem to be in our strategic targeted markets; and

▪ Sold $616.9 million of consolidated apartment properties consisting of 20 properties and 5,337 apartment units at a weighted average cap rate of 6.2%, the majority of which were in exit or less desirable markets. These sales, excluding two leveraged partially-owned assets sold during the third quarter, generated an unlevered internal rate of return (IRR), inclusive of management costs, of 10.8%.

The Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense and property management expense. The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment communities. The cap rate is generally the first year NOI yield (net of replacements) on the Company’s investment.

Properties that the Company owned and were stabilized (see definition below) for all of both of the nine months ended September 30, 2012 and 2011 (the “Nine-Month 2012 Same Store Properties”), which represented 102,241 apartment units, and properties that the Company owned and were stabilized for all of both of the quarters ended September 30, 2012 and 2011 (the "Third Quarter 2012 Same Store Properties"), which represented 105,902 apartment units, impacted the Company's results of operations. Both the Nine-Month 2012 Same Store Properties and the Third Quarter 2012 Same Store Properties are discussed in the following paragraphs.

The following tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the nine months and quarter ended September 30, 2012:

	Nine Months Ended				Quarter Ended
	September 30, 2012				September 30, 2012
	Properties		Apartment Units		Properties		Apartment Units
Same Store Properties at Beginning of Period	370		101,312		385		105,604
2010 acquisitions	16		4,445		—		—
2010 acquisitions not stabilized	(2	)	(1,238	)	—		—
2011 acquisitions	—		—		5		1,550
2012 dispositions	(20	)	(5,337	)	(8	)	(2,153	)
2012 dispositions not stabilized	2		441		2		441
Consolidation of previously    unconsolidated properties    in 2010 (1)	4		1,043		—		—
Lease-up properties stabilized	4		1,570		1		457
Other	—		5		—		3
Same Store Properties at September 30, 2012	374		102,241		385		105,902

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	Nine Months Ended		Quarter Ended
	September 30, 2012		September 30, 2012
	Properties	Apartment Units	Properties	Apartment Units
Same Store	374	102,241	385	105,902
Non-Same Store:
2012 acquisitions	9	1,896	9	1,896
2011 acquisitions	21	6,198	14	4,127
Lease-up properties not yet       stabilized (2)	11	3,656	7	2,065
Other	1	4	1	5
Total Non-Same Store	42	11,754	31	8,093
Military Housing (not consolidated)	2	4,991	2	4,991
Total Properties and Apartment Units	418	118,986	418	118,986

Note: Properties are considered "stabilized" when they have achieved 90% occupancy for three consecutive months. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented.

(1) In 2010, the Company consolidated seven properties containing 1,811 apartment units that had previously been categorized as unconsolidated. Of these properties, one containing 208 apartment units was sold in 2010 and two containing 560 apartment units were sold in 2011.

(2) Includes properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented.

The Company’s acquisition, disposition and completed development activities also impacted overall results of operations for the nine months and quarters ended September 30, 2012 and 2011. The impacts of these activities are discussed in greater detail in the following paragraphs.

Comparison of the nine months ended September 30, 2012 to the nine months ended September 30, 2011

For the nine months ended September 30, 2012, the Company reported diluted earnings per share of $1.52 compared to $2.62 per share in the same period of 2011. The difference is primarily due to higher gains from property sales in 2011 vs. 2012, partially offset by higher total property net operating income driven by the positive impact of the Company's same store and lease-up activity and the Company's recognition of $70.0 million of the $150.0 million in Archstone-related termination fees.

For the nine months ended September 30, 2012, income from continuing operations increased approximately $147.5 million when compared to the nine months ended September 30, 2011. The increase in continuing operations is discussed below.

Revenues from the Nine-Month 2012 Same Store Properties increased $74.7 million primarily as a result of an increase in average rental rates charged to residents and slightly higher occupancy, partially offset by increased turnover. Expenses from the Nine-Month 2012 Same Store Properties increased $11.0 million primarily due to an increase in real estate taxes. The following tables provide comparative same store results and statistics for the Nine-Month 2012 Same Store Properties:

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September YTD 2012 vs. September YTD 2011
Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) – 102,241 Same Store Apartment Units
	Results									Statistics
Description	Revenues			Expenses			NOI			Average Rental Rate (1)			Occupancy		Turnover
YTD 2012	$	1,428,431		$	505,516		$	922,915		$	1,630		95.3	%	45.3	%
YTD 2011	$	1,353,690		$	494,509		$	859,181		$	1,547		95.2	%	44.2	%
Change	$	74,741		$	11,007		$	63,734		$	83		0.1	%	1.1	%
Change	5.5		%	2.2		%	7.4		%	5.4		%
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.

The following table provides comparative same store operating expenses for the Nine-Month 2012 Same Store Properties:

September YTD 2012 vs. September YTD 2011
Same Store Operating Expenses
$ in thousands – 102,241 Same Store Apartment Units
	Actual YTD 2012		Actual YTD 2011		$ Change			% Change		% of Actual YTD 2012 Operating Expenses
Real estate taxes	$	150,745	$	141,365	$	9,380		6.6	%	29.8	%
On-site payroll (1)	114,836		113,798		1,038			0.9	%	22.7	%
Utilities (2)	76,423		77,136		(713		)	(0.9	%)	15.1	%
Repairs and maintenance (3)	70,369		69,209		1,160			1.7	%	13.9	%
Property management costs (4)	53,566		54,148		(582		)	(1.1	%)	10.6	%
Insurance	15,955		14,906		1,049			7.0	%	3.2	%
Leasing and advertising	8,382		9,224		(842		)	(9.1	%)	1.7	%
Other on-site operating expenses (5)	15,240		14,723		517			3.5	%	3.0	%
Same store operating expenses	$	505,516	$	494,509	$	11,007		2.2	%	100.0	%

(1) On-site payroll – Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.

(2) Utilities – Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.

(3) Repairs and maintenance – Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.

(4) Property management costs – Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.

(5) Other on-site operating expenses – Includes administrative costs such as office supplies, telephone and data charges and association and business licensing fees.

The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the Nine-Month 2012 Same Store Properties:

48

	Nine Months Ended September 30,
	2012			2011
	(Amounts in thousands)
Operating income	$	489,790		$	395,750
Adjustments:
Non-same store operating results	(109,658		)	(32,972		)
Fee and asset management revenue	(7,328		)	(6,682		)
Fee and asset management expense	3,595			3,207
Depreciation	509,338			467,416
General and administrative	37,178			32,462
Same store NOI	$	922,915		$	859,181

For properties that the Company acquired prior to January 1, 2011 and expects to continue to own through December 31, 2012, the Company anticipates the following same store results for the full year ending December 31, 2012:

2012 Same Store Assumptions
Physical occupancy	95.3%
Revenue change	5.6%
Expense change	2.3%
NOI change	7.5%

The Company anticipates consolidated rental acquisitions of $1.1 billion and consolidated rental dispositions of $1.1 billion and expects that acquisitions will have a 1.50% lower cap rate than dispositions for the full year ending December 31, 2012.

These 2012 assumptions are based on current expectations and are forward-looking.

Non-same store operating results increased approximately $76.7 million and consist primarily of properties acquired in calendar years 2011 and 2012, as well as operations from the Company’s completed development properties. Although the operations of both the non-same store assets and the same store assets have been positively impacted during the nine months ended September 30, 2012, the non-same store assets have contributed a greater percentage of total NOI to the Company’s overall operating results primarily due to 2011 and 2012 acquisitions, increasing occupancy for properties in lease-up and a longer ownership period in 2012 than 2011. This increase primarily resulted from:

▪ Development and other miscellaneous properties in lease-up of $10.1 million;

▪ Properties acquired in 2011 and 2012 of $55.4 million; and

▪ Newly stabilized development and other miscellaneous properties of $5.4 million.

See also Note 13 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

Fee and asset management revenues, net of fee and asset management expenses, increased approximately $0.3 million or 7.4% as a result of fees earned on management of the Company's unconsolidated development joint ventures and revenue earned on management of the Company's military housing ventures at Fort Lewis and McChord Air Force base (primarily due to increased housing redevelopment on the base which earned the Company additional fees), partially offset by higher expenses.

Property management expenses from continuing operations include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third party management companies. These expenses increased approximately $0.6 million or 0.9%. This increase is primarily attributable to an increase in legal and professional fees, partially offset by decreases in travel, office rent and the timing of education/conference expenses.

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased approximately $41.9 million or 9.0% primarily as a result of additional depreciation expense on properties acquired in 2011 and 2012, development properties placed in service and capital expenditures for all properties owned, partially offset by a decrease in the amortization of both in-place leases and furniture, fixtures and equipment that were fully depreciated.

General and administrative expenses from continuing operations, which include corporate operating expenses, increased approximately $4.7 million or 14.5% primarily due to an increase in payroll-related costs, which is largely a result of the acceleration

49

of long-term compensation expense for retirement eligible employees. The Company anticipates that general and administrative expenses will approximate $47.8 million for the year ending December 31, 2012. The above assumption is based on current expectations and is forward-looking.

Interest and other income from continuing operations increased approximately $63.9 million primarily due to the Company recognizing $70.0 million of the $150.0 million in Archstone-related termination fees during the nine months ended September 30, 2012, partially offset by lower interest earned on cash and cash equivalents due to lower overall cash invested during the nine months ended September 30, 2012 as well as forfeited deposits for terminated disposition transactions and proceeds received from the Company's royalty participation in LRO/Rainmaker (a revenue management system) that both occurred during the nine months ended September 30, 2011 and did not reoccur during the nine months ended September 30, 2012. The Company anticipates that interest and other income will approximate $0.7 million for the year ending December 31, 2012, not including the $150.0 million in Archstone-related termination fees which the Company has recognized in the third and fourth quarters of 2012. The above assumption is based on current expectations and is forward-looking.

Other expenses from continuing operations increased approximately $11.4 million primarily due to the settlement of a dispute with the owners of a land parcel, an increase in the expensing of overhead (pursuit cost write-offs) as a result of a more active focus on sourcing new development opportunities, an increase in property acquisition costs incurred in conjunction with the Company’s 2012 acquisitions and transaction costs related to the pursuit of Archstone.

Interest expense from continuing operations, including amortization of deferred financing costs, decreased approximately $5.1 million or 1.4% primarily as a result of lower interest expense on mortgage notes payable due to lower balances during the nine months ended September 30, 2012 as compared to the same period in 2011, higher capitalized interest in 2012, the redemption of the Company's $650.0 million of unsecured notes in August 2011 and the repayment of $253.9 million of 6.625% unsecured notes in March 2012, partially offset by interest expense on the $1.0 billion of unsecured notes that closed in December 2011. During the nine months ended September 30, 2012, the Company capitalized interest costs of approximately $15.8 million as compared to $5.9 million for the nine months ended September 30, 2011. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the nine months ended September 30, 2012 was 5.28% as compared to 5.27% for the nine months ended September 30, 2011. The Company anticipates that interest expense from continuing operations will approximate $458.0 million to $463.0 million for the year ending December 31, 2012. The above assumption is based on current expectations and is forward-looking.

Income and other tax expense from continuing operations was consistent between the periods under comparison. The Company anticipates that income and other tax expense will approximate $1.0 million for the year ending December 31, 2012. The above assumption is based on current expectations and is forward-looking.

Loss from investments in unconsolidated entities increased as a result of the start of operations at one of the Company's unconsolidated development joint ventures.

Net gain on sales of land parcels decreased approximately $4.2 million due to the gain on sale of a land parcel located in suburban Washington, D.C. during the nine months ended September 30, 2011 as compared to no land sales during the nine months ended September 30, 2012.

Discontinued operations, net decreased approximately $478.5 million or 60.3% between the periods under comparison. This decrease is primarily due to higher gains on sales from dispositions during the nine months ended September 30, 2011 compared to the same period in 2012. Properties sold in 2012 reflect operations for a partial period in 2012 in contrast to a full period in 2011. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.

Comparison of the quarter ended September 30, 2012 to the quarter ended September 30, 2011

For the quarter ended September 30, 2012, the Company reported diluted earnings per share of $0.72 compared to $0.35 per share in the same period of 2011. The difference is primarily due to higher gains from property sales in 2012 vs. 2011, higher total property net operating income driven by the positive impact of the Company's same store and lease-up activity and the Company's recognition of $70.0 million of the $150.0 million in Archstone-related termination fees.

For the quarter ended September 30, 2012, income from continuing operations increased approximately $102.5 million when compared to the quarter ended September 30, 2011. The increase in continuing operations is discussed below.

Revenues from the Third Quarter 2012 Same Store Properties increased $27.8 million primarily as a result of an increase in average rental rates charged to residents, increased occupancy and slightly lower turnover. Expenses from the Third Quarter 2012 Same Store Properties increased $5.1 million primarily due to increases in real estate taxes and repairs and maintenance expense, partially offset by a decrease in property management costs. The following tables provide comparative same store results

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and statistics for the Third Quarter 2012 Same Store Properties:

Third Quarter 2012 vs. Third Quarter 2011
Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) – 105,902 Same Store Apartment Units
	Results									Statistics
Description	Revenues			Expenses			NOI			Average Rental Rate (1)			Occupancy		Turnover
Q3 2012	$	508,063		$	177,463		$	330,600		$	1,670		95.8	%	17.5	%
Q3 2011	$	480,256		$	172,382		$	307,874		$	1,588		95.3	%	17.7	%
Change	$	27,807		$	5,081		$	22,726		$	82		0.5	%	(0.2	%)
Change	5.8		%	2.9		%	7.4		%	5.2		%
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.

The following table provides comparative same store operating expenses for the Third Quarter 2012 Same Store Properties:

Third Quarter 2012 vs. Third Quarter 2011
Same Store Operating Expenses
$ in thousands – 105,902 Same Store Apartment Units
	Actual Q3 2012		Actual Q3 2011		$ Change			% Change		% of Actual Q3 2012 Operating Expenses
Real estate taxes	$	52,973	$	48,452	$	4,521		9.3	%	29.9	%
On-site payroll (1)	39,675		39,922		(247		)	(0.6	%)	22.4	%
Utilities (2)	26,861		26,366		495			1.9	%	15.1	%
Repairs and maintenance (3)	25,792		25,082		710			2.8	%	14.5	%
Property management costs (4)	18,544		19,210		(666		)	(3.5	%)	10.4	%
Insurance	5,572		5,179		393			7.6	%	3.1	%
Leasing and advertising	3,109		3,180		(71		)	(2.2	%)	1.8	%
Other on-site operating expenses (5)	4,937		4,991		(54		)	(1.1	%)	2.8	%
Same store operating expenses	$	177,463	$	172,382	$	5,081		2.9	%	100.0	%

(1) On-site payroll – Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.

(2) Utilities – Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.

(3) Repairs and maintenance – Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.

(4) Property management costs – Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.

(5) Other on-site operating expenses – Includes administrative costs such as office supplies, telephone and data charges and association and business licensing fees.

The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the Third Quarter 2012 Same Store Properties:

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	Quarter Ended September 30,
	2012			2011
	(Amounts in thousands)
Operating income	$	184,127		$	144,814
Adjustments:
Non-same store operating results	(29,085		)	(5,074		)
Fee and asset management revenue	(3,052		)	(2,928		)
Fee and asset management expense	1,108			1,250
Depreciation	167,406			159,691
General and administrative	10,096			10,121
Same store NOI	$	330,600		$	307,874

Non-same store operating results increased approximately $24.0 million and consist primarily of properties acquired in calendar years 2011 and 2012, as well as operations from the Company’s completed development properties. Although the operations of both the non-same store assets and the same store assets have been positively impacted during the quarter ended September 30, 2012, the non-same store assets have contributed a greater percentage of total NOI to the Company’s overall operating results primarily due to 2011 and 2012 acquisitions, increasing occupancy for properties in lease-up and a longer ownership period in 2012 than 2011. This increase primarily resulted from:

▪ Development and other miscellaneous properties in lease-up of $3.1 million;

▪ Properties acquired in 2011 and 2012 of $19.7 million; and

▪ Newly stabilized development and other miscellaneous properties of $0.7 million.

See also Note 13 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

Fee and asset management revenues, net of fee and asset management expenses, increased approximately $0.3 million or 15.9% as a result of revenue earned on management of the Company's military housing ventures at Fort Lewis and McChord Air Force base (primarily due to increased housing redevelopment on the base which earned the Company additional fees) and lower expenses, partially offset by a decrease in fees earned on management of the Company’s unconsolidated development joint ventures.

Property management expenses from continuing operations include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third party management companies. These expenses decreased approximately $0.7 million or 3.6%. This decrease is primarily attributable to a decrease in payroll-related costs.

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased approximately $7.7 million or 4.8% primarily as a result of additional depreciation expense on properties acquired in 2011 and 2012, development properties placed in service and capital expenditures for all properties owned, partially offset by a decrease in the amortization of both in-place leases and furniture, fixtures and equipment that were fully depreciated.

General and administrative expenses from continuing operations, which include corporate operating expenses, was consistent between the periods under comparison.

Interest and other income from continuing operations increased $64.8 million primarily due to the Company recognizing $70.0 million of the $150.0 million in Archstone-related termination fees during the quarter ended September 30, 2012, partially offset by lower interest earned on cash and cash equivalents due to lower overall cash invested during the quarter ended September 30, 2012 and proceeds received from the Company's royalty participation in LRO/Rainmaker (a revenue management system) that occurred during the quarter ended September 30, 2011 and did not reoccur during the quarter ended September 30, 2012.

Other expenses from continuing operations increased approximately $1.6 million or 61.9% primarily due to an increase in the expensing of overhead (pursuit cost write-offs) as a result of a more active focus on sourcing new development opportunities.

Interest expense from continuing operations, including amortization of deferred financing costs, increased approximately $0.1 million or 0.1% primarily as a result of interest expense on the $1.0 billion of unsecured notes that closed in December 2011, partially offset by lower interest expense on mortgage notes payable due to lower balances during the quarter ended September 30, 2012 as compared to the same period in 2011, higher capitalized interest in 2012, the redemption of the Company's $650.0 million of unsecured notes in August 2011 and the repayment of $253.9 million of 6.625% unsecured notes in March 2012. During the quarter ended September 30, 2012, the Company capitalized interest costs of approximately $5.7 million as compared to $2.2

52

million for the quarter ended September 30, 2011. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the quarter ended September 30, 2012 was 5.27% as compared to 5.30% for the quarter ended September 30, 2011.

Income and other tax expense from continuing operations was consistent between the periods under comparison.

Loss from investments in unconsolidated entities increased as a result of the start of operations at one of the Company's unconsolidated development joint ventures.

Discontinued operations, net increased approximately $20.9 million or 25.2% between the periods under comparison. This increase is primarily due to higher gains on sales from dispositions during the quarter ended September 30, 2012 compared to the same period in 2011, partially offset by properties sold in 2012 reflecting operations for a partial period in 2012 in contrast to a full period in 2011. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources

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

As of January 1, 2012, the Company had approximately $383.9 million of cash and cash equivalents, its restricted 1031 exchange proceeds totaled $53.7 million and it had $1.22 billion available under its revolving credit facility (net of $31.8 million which was restricted/dedicated to support letters of credit). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Company’s cash and cash equivalents balance at September 30, 2012 was approximately $45.6 million, its restricted 1031 exchange proceeds totaled $17.6 million and the amount available on its revolving credit facility was $1.71 billion (net of $30.2 million which was restricted/dedicated to support letters of credit and net of $7.0 million outstanding).

During the nine months ended September 30, 2012, the Company generated proceeds from various transactions, which included the following:

▪ Disposed of 20 consolidated properties, receiving net proceeds of approximately $610.1 million;

▪ Issued approximately 4.8 million Common Shares (including Common Shares issued under the ATM program – see further discussion below) and received net proceeds of $244.0 million, which were contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis); and

▪ Collected $150.0 million in termination fees relating to the pursuit of Archstone.

During the nine months ended September 30, 2012, the above proceeds were primarily utilized to:

▪ Acquire nine rental properties and five land parcels for approximately $764.9 million;

▪ Invest $116.7 million primarily in development projects;

▪ Repay $291.0 million of mortgage loans and $253.9 million of unsecured notes; and

▪ Redeem its Series N Preferred Shares at its liquidation value of $150.0 million.

In September 2009, EQR announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years (later increased by 5.7 million Common Shares and extended to February 2014) into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). EQR may, but shall have no obligation to, sell Common Shares through the ATM share offering program in amounts and at times to be determined by EQR. Actual sales will depend on a variety of factors to be determined by EQR from time to time, including (among others) market conditions, the trading price of EQR’s Common Shares and determinations of the appropriate sources of funding for EQR. During the nine months ended September 30, 2012, EQR issued approximately 3.2 million Common Shares at an average price of $60.59 per share for total consideration of approximately $192.3 million through the ATM program. Through October 25, 2012, EQR has cumulatively issued approximately 16.7 million Common Shares at an average price of $48.53 per share for total consideration of approximately $809.9 million. EQR has 6.0 million Common Shares remaining available for issuance under the ATM program as of October 25, 2012.

Depending on its analysis of market prices, economic conditions and other opportunities for the investment of available capital, EQR may repurchase its Common Shares pursuant to its existing share repurchase program authorized by the Board of Trustees. As of October 25, 2012, EQR had authorization to repurchase an additional $464.6 million of its shares. No shares were repurchased during the nine months ended September 30, 2012. See Note 3 in the Notes to Consolidated Financial Statements

53

for further discussion.

Depending on its analysis of prevailing market conditions, liquidity requirements, contractual restrictions and other factors, the Company may from time to time seek to repurchase and retire its outstanding debt in open market or privately negotiated transactions.

The Company’s total debt summary and debt maturity schedules as of September 30, 2012 are as follows:

Debt Summary as of September 30, 2012
(Amounts in thousands)
	Amounts (1)		% of Total		Weighted Average Rates (1)		Weighted Average Maturities (years)
Secured	$	3,948,115	42.4	%	4.95	%	7.3
Unsecured	5,361,038		57.6	%	5.09	%	4.6
Total	$	9,309,153	100.0	%	5.03	%	5.7
Fixed Rate Debt:
Secured – Conventional	$	3,566,932	38.3	%	5.50	%	6.4
Unsecured – Public/Private	4,550,999		48.9	%	5.70	%	5.4
Fixed Rate Debt	8,117,931		87.2	%	5.61	%	5.8
Floating Rate Debt:
Secured – Conventional	30,641		0.3	%	3.35	%	2.0
Secured – Tax Exempt	350,542		3.8	%	0.22	%	17.9
Unsecured – Public/Private	803,039		8.6	%	1.67	%	0.2
Unsecured – Revolving Credit Facility	7,000		0.1	%	1.34	%	1.8
Floating Rate Debt	1,191,222		12.8	%	1.30	%	5.0
Total	$	9,309,153	100.0	%	5.03	%	5.7

(1) Net of the effect of any derivative instruments. Weighted average rates are for the nine months ended September 30, 2012.

Note: The Company capitalized interest of approximately $15.8 million and $5.9 million during the nine months ended September 30, 2012 and 2011, respectively. The Company capitalized interest of approximately $5.7 million and $2.2 million during the quarters ended September 30, 2012 and 2011, respectively.

Debt Maturity Schedule as of September 30, 2012
(Amounts in thousands)
Year	Fixed Rate (1)		Floating Rate (1)				Total			% of Total		Weighted Average Rates on Fixed Rate Debt (1)		Weighted Average Rates on Total Debt (1)
2012	$	225,280	$	500,125			$	725,405	(2)	7.8	%	5.51	%	2.20	%
2013	267,888		303,548				571,436			6.1	%	6.69	%	4.84	%
2014	564,302		29,022			(3)	593,324			6.4	%	5.31	%	5.19	%
2015	417,812		—				417,812			4.5	%	6.30	%	6.30	%
2016	1,190,538		—				1,190,538			12.8	%	5.34	%	5.34	%
2017	1,446,121		456				1,446,577			15.5	%	5.95	%	5.95	%
2018	81,448		724				82,172			0.9	%	5.70	%	5.70	%
2019	802,635		20,766				823,401			8.8	%	5.49	%	5.36	%
2020	1,672,482		809				1,673,291			18.0	%	5.50	%	5.50	%
2021	1,188,906		856				1,189,762			12.8	%	4.64	%	4.64	%
2022+	233,862		338,604				572,466			6.2	%	6.75	%	3.33	%
Premium/(Discount)	26,657		(3,688		)		22,969			0.2	%	N/A		N/A
Total	$	8,117,931	$	1,191,222			$	9,309,153		100.0	%	5.54	%	5.01	%

54

(1) Net of the effect of any derivative instruments. Weighted average rates are as of September 30, 2012.

(2) In October 2012, the Company paid off the $222.1 million outstanding of its 5.500% public notes and its $500.0 million term loan facility, both at maturity.

(3) Includes $7.0 million outstanding on the Company's unsecured revolving credit facility. As of September 30, 2012, there was approximately $1.71 billion available on this facility.

The following table provides a summary of the Company’s unsecured debt as of September 30, 2012:

Unsecured Debt Summary as of September 30, 2012
(Amounts in thousands)
	Coupon Rate	Due Date		Face Amount			Unamortized Premium/ (Discount)			Net Balance
Fixed Rate Notes:
	5.500%	10/01/12	(1)	$	222,133		$	—		$	222,133
	5.200%	04/01/13	(2)	400,000			(59		)	399,941
Fair Value Derivative Adjustments			(2)	(300,000		)	—			(300,000		)
	5.250%	09/15/14		500,000			(120		)	499,880
	6.584%	04/13/15		300,000			(276		)	299,724
	5.125%	03/15/16		500,000			(184		)	499,816
	5.375%	08/01/16		400,000			(711		)	399,289
	5.750%	06/15/17		650,000			(2,416		)	647,584
	7.125%	10/15/17		150,000			(327		)	149,673
	4.750%	07/15/20		600,000			(3,548		)	596,452
	4.625%	12/15/21		1,000,000			(3,493		)	996,507
	7.570%	08/15/26		140,000			—			140,000
				4,562,133			(11,134		)	4,550,999
Floating Rate Notes:
		04/01/13	(2)	300,000			—			300,000
Fair Value Derivative Adjustments			(2)	3,039			—			3,039
Term Loan Facility	LIBOR+0.50%	10/05/12	(3)(4)	500,000			—			500,000
				803,039			—			803,039
Revolving Credit Facility:	LIBOR+1.15%	07/13/14	(3)(5)	7,000			—			7,000
Total Unsecured Debt				$	5,372,172		$	(11,134	)	$	5,361,038

(1) On October 1, 2012, the Company paid off its 5.500% public notes at maturity.

(2) Fair value interest rate swaps convert $300.0 million of the 5.200% notes due April 1, 2013 to a floating interest rate.

(3) Facilities are private. All other unsecured debt is public.

(4) On October 5, 2012, the Company paid off its $500.0 million term loan facility at maturity.

(5) As of September 30, 2012, there was approximately $1.71 billion available on the Company’s unsecured revolving credit facility.

An unlimited amount of equity and debt securities remains available for issuance by EQR and ERPOP under effective shelf registration statements filed with the SEC. Most recently, EQR and ERPOP filed a universal shelf registration statement for an unlimited amount of equity and debt securities that automatically became effective upon filing with the SEC in October 2010 and expires on October 15, 2013. However, as of October 25, 2012, issuances under the ATM share offering program are limited to 6.0 million additional shares. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of September 30, 2012 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preferred shares outstanding.

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Equity Residential
Capital Structure as of September 30, 2012
(Amounts in thousands except for share/unit and per share amounts)
Secured Debt					$	3,948,115	42.4	%
Unsecured Debt					5,361,038		57.6	%
Total Debt					9,309,153		100.0	%	33.7	%
Common Shares (includes Restricted Shares)	302,674,716		95.5	%
Units (includes OP Units and LTIP Units)	14,399,790		4.5	%
Total Shares and Units	317,074,506		100.0	%
Common Share Price at September 30, 2012	$	57.53
					18,241,296		99.7	%
Perpetual Preferred Equity (see below)					50,000		0.3	%
Total Equity					18,291,296		100.0	%	66.3	%
Total Market Capitalization					$	27,600,449			100.0	%

Equity Residential
Perpetual Preferred Equity as of September 30, 2012
(Amounts in thousands except for share and per share amounts)
Series	Redemption Date	Outstanding Shares	Liquidation Value		Annual Dividend Per Share		Annual Dividend Amount
Preferred Shares:
8.29% Series K	12/10/26	1,000,000	$	50,000	$	4.145	$	4,145
Total Perpetual Preferred Equity		1,000,000	$	50,000			$	4,145

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

The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of September 30, 2012 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preference units outstanding.

ERP Operating Limited Partnership
Capital Structure as of September 30, 2012
(Amounts in thousands except for unit and per unit amounts)
Secured Debt			$	3,948,115	42.4	%
Unsecured Debt			5,361,038		57.6	%
Total Debt			9,309,153		100.0	%	33.7	%
Total outstanding Units	317,074,506
Common Share Price at September 30, 2012	$	57.53
			18,241,296		99.7	%
Perpetual Preference Units (see below)			50,000		0.3	%
Total Equity			18,291,296		100.0	%	66.3	%
Total Market Capitalization			$	27,600,449			100.0	%

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ERP Operating Limited Partnership
Perpetual Preference Units as of September 30, 2012
(Amounts in thousands except for unit and per unit amounts)
Series	Redemption Date	Outstanding Units	Liquidation Value		Annual Dividend Per Unit		Annual Dividend Amount
Preference Units:
8.29% Series K	12/10/26	1,000,000	$	50,000	$	4.145	$	4,145
Total Perpetual Preference Units		1,000,000	$	50,000			$	4,145

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

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

During the fourth quarter of 2010, the Company announced a new dividend policy which it believes will generate payouts more closely aligned with the actual annual operating results of the Company’s core business and provide transparency to investors. The Company intends to pay an annual cash dividend equal to approximately 65% of Normalized FFO for the year. Subject to Board of Trustees approval, the Company anticipates the expected dividend payout will range from $1.78 to $1.81 per share/Unit ($0.3375 per share/Unit for each of the first three quarters with the balance for the fourth quarter) for the year ending December 31, 2012 to bring the total payment for the year to approximately 65% of Normalized FFO for the year. The above assumption is based on current expectations and is forward-looking. While our dividend policy makes it less likely we will over distribute, it will also lead to a dividend reduction more quickly than a fixed dividend policy should operating results deteriorate. However, whether due to changes in the dividend policy or otherwise, there may be times when the Company experiences shortfalls in its coverage of distributions, which may cause the Company to consider reducing its distributions and/or using the proceeds from property dispositions or additional financing transactions to make up the difference. Should these shortfalls occur for lengthy periods of time or be material in nature, the Company’s financial condition may be adversely affected and it may not be able to maintain its current distribution levels. The Company believes that its expected 2012 operating cash flow will be sufficient to cover capital expenditures and distributions.

The Company also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital improvements through the issuance of secured and unsecured debt and equity securities, including additional OP Units, and proceeds received from the disposition of certain properties and joint ventures. In addition, the Company has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $21.2 billion in investment in real estate on the Company’s balance sheet at September 30, 2012, $15.1 billion or 71.3% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise.

ERPOP’s credit ratings from Standard & Poor’s (“S&P”), Moody’s and Fitch for its outstanding senior debt are BBB+,Baal and BBB+, respectively. EQR’s equity ratings from S&P, Moody’s and Fitch for its outstanding preferred equity are BBB+,Baa2 and BBB-, respectively.

In July 2011, the Company replaced its then existing unsecured revolving credit facility with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.15%) and the Company pays an annual facility fee of 0.2%. Both the spread and the facility fee are dependent on the credit rating of the Company’s long-term debt. Effective January 6, 2012, the Company amended this facility to increase available borrowings by $500.0 million to $1.75 billion. The terms did not change, including the July 13, 2014 maturity date. As of October 25, 2012, there was available borrowings of $869.2 million (net of $30.8 million which was restricted/dedicated to support letters of credit and net of $850.0 million

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outstanding) on the revolving credit facility. This facility may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short-term liquidity requirements.

In 2010, a portion of the parking garage collapsed at one of the Company’s rental properties (Prospect Towers in Hackensack, New Jersey). The costs related to the collapse (both expensed and capitalized), including providing for residents' interim needs, lost revenue and garage reconstruction, were approximately $22.8 million, before insurance reimbursements of $13.6 million. The garage has been rebuilt with cumulative costs approximating $13.3 million capitalized as incurred. Other costs approximating $9.5 million, like those to accommodate displaced residents, lost revenue due to a portion of the property being temporarily unavailable for occupancy and legal costs, reduced earnings as they were incurred. Generally, insurance proceeds were recorded as increases to earnings as they were received. During the nine months ended September 30, 2012, the Company received approximately $3.5 million in insurance proceeds (included in real estate taxes and insurance on the consolidated statements of operations), which represented its final reimbursement of the $13.6 million in cumulative insurance proceeds. The Company does not anticipate any remaining costs or additional lost revenues as the project has been stabilized and the garage reconstruction has been completed. None of the amounts referenced above impact same store results.

See Note 14 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to September 30, 2012.

Capitalization of Fixed Assets and Improvements to Real Estate

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:

▪ Replacements (inside the apartment unit). These include:

▪ flooring such as carpets, hardwood, vinyl, linoleum or tile;

▪ appliances;

▪ mechanical equipment such as individual furnace/air units, hot water heaters, etc;

▪ furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and

▪ blinds/shades.

All replacements are depreciated over a five to ten-year estimated useful life. We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual apartment units and the repair of any replacement item noted above.

▪ Building improvements (outside the apartment unit). These include:

▪ roof replacement and major repairs;

▪ paving or major resurfacing of parking lots, curbs and sidewalks;

▪ amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;

▪ major building mechanical equipment systems;

▪ interior and exterior structural repair and exterior painting and siding;

▪ major landscaping and grounds improvement; and

▪ vehicles and office and maintenance equipment.

All building improvements are depreciated over a five to fifteen-year estimated useful life. We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects must exceed $10,000); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.

For the nine months ended September 30, 2012, our actual improvements to real estate totaled approximately $114.5 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):

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Capital Expenditures to Real Estate
For the Nine Months Ended September 30, 2012
	Total Apartment Units (1)	Replacements (2)		Avg. Per Apartment Unit		Building Improvements		Avg. Per Apartment Unit		Total		Avg. Per Apartment Unit
Same Store Properties (3)	102,241	$	52,719	$	516	$	39,723	$	388	$	92,442	$	904
Non-Same Store Properties (4)	11,754	5,572		535		15,594		1,496		21,166		2,031
Other (5)	—	636				291				927
Total	113,995	$	58,927			$	55,608			$	114,535

(1) Total Apartment Units – Excludes 4,991 military housing apartment units for which repairs and maintenance expenses and capital expenditures to real estate are self-funded and do not consolidate into the Company’s results.

(2) Replacements – Includes new expenditures inside the apartment units such as appliances, mechanical equipment, fixtures and flooring, including carpeting. Replacements for same store properties also include $26.0 million spent during the nine months ended September 30, 2012 on apartment unit renovations/rehabs (primarily kitchens and baths) on 3,497 apartment units (equating to about $7,400 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets.

(3) Same Store Properties – Primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold.

(4) Non-Same Store Properties – Primarily includes all properties acquired during 2011 and 2012, plus any properties in lease-up and not stabilized as of January 1, 2011. Per apartment unit amounts are based on a weighted average of 10,418 apartment units.

(5) Other – Primarily includes expenditures for properties sold during the period.

For 2012, the Company estimates that it will spend approximately $1,200 per apartment unit of capital expenditures for its same store properties inclusive of apartment unit renovation/rehab costs, or $850 per apartment unit excluding apartment unit renovation/rehab costs. For 2012, the Company estimates that it will spend approximately $35.0 million rehabbing 4,600 apartment units (equating to about $7,600 per apartment unit rehabbed). The above assumptions are based on current expectations and are forward-looking.

During the nine months ended September 30, 2012, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $6.7 million. The Company expects to fund approximately $0.4 million in total additions to non-real estate property for the remainder of 2012. The above assumption is based on current expectations and is forward-looking.

Improvements to real estate and additions to non-real estate property are generally funded from net cash provided by operating activities and from investment cash flow.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

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

See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at September 30, 2012.

Other

Total distributions paid in October 2012 amounted to $108.0 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the third quarter ended September 30, 2012.

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Off-Balance Sheet Arrangements and Contractual Obligations

The Company admitted an 80% institutional partner to two separate entities/transactions (one in December 2010 and the other in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These land parcels are now unconsolidated. Total project costs are approximately $232.8 million and construction will be predominantly funded with two separate long-term, non-recourse secured loans from the partner. While the Company is the managing member of both of the joint ventures, is responsible for constructing both of the projects and has given certain construction cost overrun guarantees, all major decisions are made jointly, the large majority of funding is provided by the partner and the partner has significant involvement in and oversight of the ongoing projects. The Company currently has no further funding obligations related to these projects. The Company’s strategy with respect to these ventures was to reduce its financial risk related to the development of the properties. However, management does not believe that these investments have a materially different impact upon the Company’s liquidity, cash flows, capital resources, credit or market risk than its other consolidated development activities.

As of September 30, 2012, the Company has five consolidated projects totaling 1,267 apartment units and two unconsolidated projects totaling 945 apartment units in various stages of development with estimated completion dates ranging through June 30, 2014, as well as other completed development projects that are in various stages of lease up or are stabilized. The development agreements currently in place are discussed in detail in Note 12 in the Notes to Consolidated Financial Statements.

See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in partially owned entities.

The Company’s contractual obligations for the next five years and thereafter have not changed materially from the amounts and disclosures included in the Company’s annual report on Form 10-K, other than as it relates to scheduled debt maturities. See the updated debt maturity schedule included in Liquidity and Capital Resources for further discussion.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.

The Company has identified five significant accounting policies as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented. The five critical accounting policies are:

Acquisition of Investment Properties

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

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets, including its investments in real estate, for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company’s ability to hold and its intent with regard to each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.

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Depreciation of Investment in Real Estate

The Company depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 15-year estimated useful life and both the furniture, fixtures and equipment and replacements components over a 5-year to 10-year estimated useful life, all of which are judgmental determinations.

Cost Capitalization

See the Capitalization of Fixed Assets and Improvements to Real Estate section for a discussion of the Company’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Company capitalizes an allocation of the payroll and associated costs of employees directly responsible for and who spend their time on the supervision of major capital and/or renovation projects. These costs are reflected on the balance sheet as an increase to depreciable property.

For all development projects, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheet as construction-in-progress for each specific property. The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovations at selected properties when additional incremental employees are hired.

During the nine months ended September 30, 2012 and 2011, the Company capitalized $11.1 million and $8.4 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the supervision of development activities as well as major capital and/or renovation projects.

Fair Value of Financial Instruments, Including Derivative Instruments

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

Funds From Operations and Normalized Funds From Operations

For the nine months ended September 30, 2012, Funds From Operations ("FFO") available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased $134.4 million, or 24.4%, and $84.3 million, or 15.2%, respectively, as compared to the nine months ended September 30, 2011.

For the quarter ended September 30, 2012, FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased $95.7 million, or 48.7%, and $39.4 million, or 20.4%, respectively, as compared to the quarter ended September 30, 2011.

The following is the Company’s and Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for the nine months and quarters ended September 30, 2012 and 2011:

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Funds From Operations and Normalized Funds From Operations
(Amounts in thousands)
	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Net income	$	496,805		$	827,796		$	236,323		$	112,977
Net (income) loss attributable to Noncontrolling Interests –
Partially Owned Properties	(457		)	(418		)	312			(387		)
Preferred/preference distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares/Preference Units	(5,150		)	—			(5,150		)	—
Net income available to Common Shares and Units / Units	481,879			816,979			229,099			109,124
Adjustments:
Depreciation	509,338			467,416			167,406			159,691
Depreciation – Non-real estate additions	(4,211		)	(4,202		)	(1,430		)	(1,297		)
Depreciation – Partially Owned and Unconsolidated Properties	(2,395		)	(2,263		)	(798		)	(758		)
Discontinued operations:
Depreciation	7,602			28,879			1,428			5,762
Net (gain) on sales of discontinued operations	(307,447		)	(759,100		)	(103,394		)	(76,864		)
Net incremental gain on sales of condominium units	49			2,050			—			935
Gain (loss) on sale of Equity Corporate Housing (ECH)	350			1,022			—			(2		)
FFO available to Common Shares and Units / Units (1) (3) (4)	685,165			550,781			292,311			196,591
Adjustments:
Asset impairment and valuation allowances	—			—			—			—
Property acquisition costs and write-off of pursuit costs (other    expenses)	14,898			9,318			4,004			2,528
Debt extinguishment (gains) losses, including prepayment    penalties, preferred share/preference unit redemptions and    non-cash convertible debt discounts	7,491			9,250			6,114			677
(Gains) losses on sales of non-operating assets, net of income and    other tax expense (benefit)	(491		)	(6,554		)	—			(1,025		)
Other miscellaneous non-comparable items	(67,687		)	(7,762		)	(69,910		)	(5,662		)
Normalized FFO available to Common Shares and Units /    Units (2) (3) (4)	$	639,376		$	555,033		$	232,519		$	193,109
FFO (1) (3)	$	699,634		$	561,180		$	299,847		$	200,057
Preferred/preference distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares/Preference Units	(5,150		)	—			(5,150		)	—
FFO available to Common Shares and Units / Units (1) (3) (4)	$	685,165		$	550,781		$	292,311		$	196,591
Normalized FFO (2) (3)	$	648,695		$	565,432		$	234,905		$	196,575
Preferred/preference distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Normalized FFO available to Common Shares and Units /    Units (2) (3) (4)	$	639,376		$	555,033		$	232,519		$	193,109

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

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

▪ the impact of any expenses relating to non-operating asset impairment and valuation allowances;

▪ property acquisition and other transaction costs related to mergers and acquisitions and pursuit cost write-offs (other expenses);

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▪ gains and losses from early debt extinguishment, including prepayment penalties, preferred share/preference unit redemptions and the cost related to the implied option value of non-cash convertible debt discounts;

▪ gains and losses on the sales of non-operating assets, including gains and losses from land parcel and condominium sales, net of the effect of income tax benefits or expenses; and

▪ other miscellaneous non-comparable items.

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s and the Operating Partnership's market risk has not changed materially from the amounts and information reported in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, to the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011. See the Current Environment section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relating to market risk and the current economic environment. See also Note 9 in the Notes to Consolidated Financial Statements for additional discussion of derivative and other fair value instruments.

Item 4. Controls and Procedures

Equity Residential

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of September 30, 2012, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to in Item 4(a) above that occurred during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of September 30, 2012, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer

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of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to in Item 4(a) above that occurred during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

64

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and the Operating Partnership do not believe that there have been any material developments in the legal proceedings that were discussed in Part I, Item 3 of the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.

Item 1A. Risk Factors

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.

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

(a) Unregistered Common Shares Issued in the Quarter Ended September 30, 2012 - Equity Residential

During the quarter ended September 30, 2012, EQR issued 108,962 Common Shares in exchange for 108,962 OP Units held by various limited partners of the Operating Partnership. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of the Operating Partnership, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits – See the Exhibit Index

65

SIGNATURES

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

		EQUITY RESIDENTIAL
Date:	November 1, 2012	By:	/s/ Mark J. Parrell
			Mark J. Parrell
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	November 1, 2012	By:	/s/ Ian S. Kaufman
			Ian S. Kaufman
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)
		ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER
Date:	November 1, 2012	By:	/s/ Mark J. Parrell
			Mark J. Parrell
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	November 1, 2012	By:	/s/ Ian S. Kaufman
			Ian S. Kaufman
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

EXHIBIT INDEX

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

Exhibit	Description	Location
*10.1	Separation Agreement dated August 28, 2012, by and between Equity Residential and Frederick C. Tuomi.	Attached herein.
31.1	Equity Residential – Certification of David J. Neithercut, Chief Executive Officer.	Attached herein.
31.2	Equity Residential – Certification of Mark J. Parrell, Chief Financial Officer.	Attached herein.
31.3	ERP Operating Limited Partnership – Certification of David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.	Attached herein.
31.4	ERP Operating Limited Partnership – Certification of Mark J. Parrell, Chief Financial Officer of Registrant’s General Partner.	Attached herein.
32.1	Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company.	Attached herein.
32.2	Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of the Company.	Attached herein.
32.3	ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.	Attached herein.
32.4	ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of Registrant’s General Partner.	Attached herein.
101	XBRL (Extensible Business Reporting Language). The following materials from Equity Residential’s and ERP Operating Limited Partnership’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of cash flows, (iv) consolidated statement of changes in equity (Equity Residential), (v) consolidated statement of changes in capital (ERP Operating Limited Partnership) and (vi) notes to consolidated financial statements.	Attached herein.

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

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is entered into by and between Equity Residential (“Equity”) and Frederick C. Tuomi (“Executive”) as of August 28, 2012.

Witnesseth

Whereas, Executive is currently an officer of Equity and an employee of an Equity affiliate; and

Whereas, Executive has elected to retire, effective June 30, 2013, (the “Retirement Date”), in accordance with the Rule of 70 provisions of Equity’s Share Incentive Plans, after which he no longer will be an officer or employee; and

Whereas, Executive and Equity wish to memorialize certain terms and conditions relating to Executive’s retirement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Equity and Executive voluntarily and knowingly agree as follows:

1. For the purposes of this Agreement, the term “Equity” includes: Equity Residential, Equity Residential Management, L.L.C., Equity Residential Services, L.L.C., Equity Residential Properties Management Limited Partnership, ERP Operating Limited Partnership, Equity Residential Properties Management Limited Partnership II, Equity Residential Properties Management Corp., Equity Residential Properties Management Corp. II, ERP Holding Co. Inc., and to the extent applicable, as direct intended and third party beneficiaries hereof, their past and present owners, directors, officers, managers, agents, attorneys, insurers, executives, representatives, trustees, administrators, fiduciaries, parents, subsidiaries, divisions, partners, joint ventures, sister corporations and/or affiliated business entities, predecessors, successors, heirs, and assigns, jointly and severally, in both their personal and corporate capacities.

2. For the purposes of this Agreement, the term “Executive” shall mean Frederick C. Tuomi.

3. Executive will continue to perform all of his customary duties and responsibilities, including active participation in the fiscal year 2012 year-end compensation review, 2013 budgeting and planning process and fourth quarter 2012 earnings call. Executive will also assist in the orderly transition of his responsibilities to others and will continue to be available on an “as needed” basis, as determined by Equity’s Chief Executive Officer, until the Retirement Date.

4. Executive will continue to be reimbursed for reasonable and necessary business expenses incurred between the date hereof and the Retirement Date but will accrue no vacation, trading or personal days after February 2013.

5. Executive’s salary and long-term incentive compensation (“LTC”)/cash bonus targets for 2013 will remain unchanged from 2012. Executive will receive his regular base pay until the Retirement Date and will not receive any severance relating to his retirement.

6. Executive will receive in February, 2013 a LTC grant (share options and restricted shares/LTIP Units) and cash bonus for services provided during 2012. The grant shall be made at the same time as made to Equity’s other executive officers and shall be in an amount and proportional allocation determined by Equity’s Compensation Committee and Board of Trustees as part of its normal year-end process, subject to normal pool adjustments.

7. Executive will receive a prorated LTC grant and cash bonus amount for services provided during the period from January 1, 2013 to June 30, 2013, based on 100% of his annual target amounts (or such appropriate prorated amount in the event of Executive’s death prior to such date). The LTC grant in the amount of $500,000 (100% of Executive’s full year target prorated for six months) will be made at the same time as the annual LTC grant is made to Equity’s Board of Trustees on the date of the annual shareholders’ meeting (currently set for June 13, 2013) and will be allocated among share options and restricted shares/LTIP Units in the same allocation as Executive’s February, 2013 LTC grant. If Equity’s tax department does not authorize the issuance of LTIP Units at that time, Executive will receive restricted shares in lieu thereof. The cash bonus in the amount of $250,000 (100% of Executive’s full year target prorated for six months) will be paid in early July, 2013 in accordance with Equity’s normal payroll process.

8. All of Executive’s current and future LTC grants will continue to vest per their original vesting schedule (subject to immediate vesting upon the occurrence of a subsequent Change in Control of Equity or Executive’s death or disability), and all options will continue to be exercisable for the balance of the applicable ten-year option period, subject in each case to Executive’s compliance with this Agreement’s non-competition and employee non-solicitation provisions set forth in paragraphs 14 and 15 hereof. These provisions shall remain in effect until such time as Executive no longer has any unvested LTC or vested but un-exercised stock options. Executive, at any time, may forfeit his unvested LTC or vested but un-exercised stock options by providing written notice to Equity’s General Counsel, after which the restrictions contained in paragraphs 14 and 15 will no longer apply. If Executive violates the restrictions contained in paragraphs 14 and 15 after the Retirement Date and while they still apply, in addition to Equity’s other remedies, all Executive’s unvested LTC and vested but un-exercised stock options at the time of the violation will be void unless Equity’s Compensation Committee agrees otherwise.

9. Pursuant to the Executive Retirement Benefits Agreement entered into by Executive and Equity Residential in February 2001, Equity will continue to provide Executive, his spouse and eligible dependents with company sponsored medical, dental and vision health insurance benefits and life insurance benefits, (initially at the same amount of coverage in existence as of the Retirement Date) for the period from the Retirement Date until Executive’s death, subject to the same terms and conditions (including making the same monthly contributions as existing employees) as are applicable to active full-time Equity employees. The company sponsored life insurance shall be subject to the provider’s standard age reduction schedule for active full-time employees, and Equity will not provide Executive with any disability or accidental death or dismemberment benefits after the Retirement Date. Equity’s obligations to provide Executive with the benefits hereunder shall survive any sale of Equity and/or its discontinuation of any such company sponsored plans and shall be binding on its successors and assigns, in which case Equity and/or its successors and assigns shall remain obligated to provide Executive with similar benefits as offered from time to time by other large public company sponsored health and life insurance plans.

10. Effective on the Retirement Date, Executive will be fully vested in the split dollar life insurance policies purchased by Equity on his behalf in December, 1997, and any cash surrender value

applicable thereto. At the Retirement Date, Equity will release its collateral assignment of such policies, thereby releasing its right to receive any portion of the benefits and premiums paid by Equity. The cash surrender value will be taxable to Executive, and applicable withholdings and other required deductions will be made.

11.    Executive agrees that after the Retirement Date, and upon request, he will cooperate with and assist Equity from time to time in the investigation and defense of claims brought by or against Equity, and Equity shall reasonably compensate Executive for his time and efforts.

12.    Executive agrees not to make false disparaging remarks about any Equity executive officer or trustee.

13.    Executive acknowledges that in his capacity as an Equity officer and employee, he has obtained or had revealed to him a great deal of information of the utmost confidentiality, including but not limited to information of a personal nature about present and former employees of Equity, Equity’s internal policies and procedures, Equity’s financial performance and condition, and Equity’s business plans and strategies. Executive further understands and acknowledges that some of this information (“Confidential Information”) is protected from disclosure by the attorney/client privilege, self-critical analysis privilege or other legally recognized privilege. Executive therefore agrees that at no time, unless he has obtained prior written consent from Equity’s General Counsel, will he use for his benefit or the benefit of any third party, or disclose to anyone, any Confidential Information. Executive further agrees that if he is uncertain as to whether particular information is subject to the prohibitions of this paragraph, he will consult with Equity’s General Counsel before using or disclosing such information. The term “Confidential Information” as used in this paragraph does not include information which (i) is or has become a matter of public record other than by way of an unauthorized disclosure by Executive; (ii) is generally known in the multi-family residential industry; (iii) is non-privileged and has been disclosed by Equity to people outside the Equity organization; or (iv) is required to be disclosed by law.

14.    Executive agrees that from the Retirement Date until such time as Executive no longer has any unvested LTC or vested but un-exercised stock options, Executive shall not engage in any activity or investment that competes with the business of Equity and agrees not to take any action or make any false statement that reasonably could be construed as an effort to intentionally adversely affect the business of Equity. For purposes of this Agreement, the business of Equity shall be defined as the acquisition, development and management of high quality apartment properties in various markets within the United States. Whether a particular activity or investment is prohibited by this Agreement will be based on the totality of the facts and circumstances relating to that activity or investment, provided that the following investments will not be deemed prohibited:

i. passive investments in multi-family companies or properties;

ii. active investments in multi-family companies or properties not located in any of Equity’s markets at the time of such investment; and

iii. active investments in multi-family companies or properties located in any of Equity’s markets at the time of such investment, provided no property contains more than 80 units or the average purchase price per unit in each property is (a) equal to or less than $150,000 for properties located in the State of California and (b) equal to or less than $100,000 for properties located in all other Equity markets.

15.    Executive further agrees that for the time period referenced in paragraph 14 above, he will not, either directly or indirectly, either on his own behalf or on behalf of any other party, induce any Equity employee to leave Equity’s employ or solicit for employment any employee of Equity. Executive acknowledges and represents

that between the date on which this Agreement was provided to Executive and the effective date of this Agreement, Executive has engaged in no such inducement or solicitation.

16.    Executive understands that if he fails to fulfill his obligations under paragraphs 12-15 above, Equity will suffer irreparable injury, and the damages to Equity would be difficult to ascertain. Executive acknowledges and agrees that due to the uniqueness of his services and confidential nature of the Confidential Information he possesses, the covenants set forth herein are reasonable and necessary for the protection of the legitimate business interests of Equity.

17.    Except as provided below, Executive hereby fully, finally, and unconditionally releases Equity from any and all claims, suits, demands, charges, debts, grievances, costs, attorneys’ fees or injuries of every kind or nature, whether known or unknown, absolute or contingent, suspected or unsuspected, which Executive had or now has against Equity based on any matter or thing occurring or arising prior to the date of this Agreement, including but not limited to claims arising out of or relating to Executive’s employment with Equity. This release includes, but is not limited to, claims for breach of any implied or express employment contract, wrongful discharge or layoff, constructive discharge, retaliatory discharge, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, negligence, impairment of economic opportunity or other common law matters; claims for wages, bonuses or other compensation; and claims of any constitutional right or discrimination based on age, color, concerted activity, disability, marital status, national origin, parental status, race, religion, retaliation, sex, sexual orientation, source of income or veteran’s status, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination In Employment Act Of 1967, the Older Workers Benefit Protection Act, the Executive Retirement Income Security Act, the Equal Pay Act, the Family And Medical Leave Act, and any amendments to any of these statutes, as well as any other state and local statutes and ordinances prohibiting discrimination in employment, including but not limited to the laws of the states of Illinois and another state or locale in which Equity conducts business. Executive further waives any right to monetary recovery should any administrative agency pursue any released claim on Executive’s behalf. If for any reason any such agency takes the position that a pending charge has been brought on Executive’s behalf or encompasses Executive, Executive agrees to immediately advise the agency in writing that he does not wish to be involved in the matter and that the agency should terminate all efforts on Executive’s behalf, all claims having been fully and fairly satisfied by this Agreement. Nothing in this paragraph shall affect or be deemed to compromise Executive’s rights or remedies under any Equity benefit plan or program in which he participates, including but not limited to the Supplemental Executive Retirement Plan, Advantage Retirement Plan (“401K”), and plans providing for receipt of LTIPS or OP Units. Also excluded from this release are any claims or administrative charges which cannot be waived by law, claims relating to enforcement of this Agreement, and claims for indemnification arising under law, by-laws or contract. EXECUTIVE UNDERSTANDS AND AGREES THAT THIS RELEASE FOREVER BARS EXECUTIVE FROM SUING, ARBITRATING OR OTHERWISE ASSERTING A CLAIM AGAINST EQUITY ON ANY RELEASED CLAIM.

18.    It is expressly understood by Executive and Equity that, Equity does not, in any way, either directly or indirectly, by inference or otherwise, admit to any liability or wrongdoing, to any violation under any law, statute, regulation, ordinance or contract or waive defenses as to those matters within the scope of this Agreement and that no court, agency, or arbitrator has found Equity so liable or to have committed any such violation.

19.    Not later than 90 days following the Retirement Date, Executive shall submit a final travel and expense report to Equity itemizing all outstanding travel and business expenses which have not been previously reimbursed. The report will include all information and supporting documentation normally provided under Equity’s practices and procedures. Equity shall promptly reimburse Executive for any such reimbursable expenses.

20.    As a condition to the receipt of the payments and other benefits described in this Agreement, except those to be provided before the Retirement Date or otherwise required by law, Executive agrees that within twenty-one (21) days after the Retirement Date, he will sign and be bound by the original of the General Release and

Waiver Agreement attached to this Agreement as Exhibit A, such release to be provided to Executive on or about the Retirement Date.

21.    This Agreement sets forth all of the terms and conditions of the agreement between the parties on the matters set forth in this Agreement and shall be considered and understood to be a contractual commitment and not a mere recital. This Agreement shall be binding upon Equity and its successors and assigns and upon Executive and his agents, heirs, executors, representatives and assigns. Each party shall bear and pay his or its own costs and attorneys’ fees with regard to the negotiations involved with entering into this Agreement.

22.    A waiver of any right under this Agreement must be in writing to be effective. If any portion of this Agreement is held invalid by operation of law, the remaining terms of this Agreement shall not be affected. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, (without giving effect to the conflict of laws principles thereof) except to the extent that federal laws apply.

23.    Equity and Executive agree that any claim, lawsuit, arbitration or other litigation directly or indirectly arising from or related to this Agreement shall be instituted exclusively in Cook County, Illinois.

24.    The parties agree and acknowledge that should either party violate any term of this Agreement, the amount of damages that party would suffer as a result of such violation would be difficult to ascertain. In the event of a breach by either party of any term of this Agreement, in addition to injunctive relief or any other damages, the non-breaching party may recover all costs and expense reasonably incurred by it in enforcing this Agreement or defending against a suit brought in violation of this Agreement, including reasonable attorneys’ fees.

25.    Executive acknowledges that he has been given twenty-one (21) days from the date he received this Agreement to consider its terms and decide whether or not to sign it. Executive understands that he may revoke this Agreement at any time within the seven (7) day period following execution thereof and that this Agreement shall become effective and enforceable when the revocation period has expired.

26.    Executive acknowledges that this Agreement constitutes written notice from Equity that it advises Executive to seek legal counsel before signing this Agreement, and that he has had an opportunity to do so.

27.    This Agreement cannot be modified, withdrawn, rescinded or supplemented in any manner after the date upon which it is executed except in a writing signed by both parties. Executive acknowledges that in executing this Agreement he does not rely on any inducements, promises or representations made by Equity other than those expressly stated herein. Executive further declares that he has read this Agreement and fully understands its terms and contents, including his rights and obligations hereunder, and freely, voluntarily and without coercion enters into this Agreement.

28.    This Agreement shall be effective upon the expiration of the revocation period referred to in paragraph 25 above (the “Effective Date”).

In Witness Whereof, this Separation Agreement has been executed as of the above date.

EQUITY RESIDENTIAL		EXECUTIVE
By:	/s/ Bruce C. Strohm	By:	/s/ Frederick C. Tuomi
	Bruce C. Strohm		Frederick C. Tuomi
	Executive Vice President

EXHIBIT A

GENERAL RELEASE AND WAIVER AGREEMENT

THIS GENERAL RELEASE AND WAIVER AGREEMENT (this “Agreement”) is entered into by and between EQUITY RESIDENTIAL (“Equity”), and Frederick C. Tuomi (“Executive”).

WHEREAS, Executive was an officer of Equity and an Executive of an affiliate of Equity; and

WHEREAS, Executive’s employment ended effective June 30, 2013; and

WHEREAS, Executive and Equity entered into a Separation Agreement dated August 28, 2012 (the “Separation Agreement”); and

WHEREAS, Executive agreed in the Separation Agreement to execute a General Release and Waiver Agreement; and

WHEREAS, this Agreement constitutes the General Release and Waiver Agreement; and

WHEREAS, Executive and Equity desire to settle, compromise, and resolve any and all potential differences and disputes between them without the burden, expense and delay of litigation and without admission by any party of any fault or liability;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and in the Separation Agreement, and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Executive and Equity voluntarily and knowingly agree as follows:

1.    For the purposes of this Agreement, the term “Equity” includes: Equity Residential, Equity Residential Management, L.L.C., Equity Residential Services, L.L.C., Equity Residential Properties Management Limited Partnership, ERP Operating Limited Partnership, Equity Residential Properties Management Limited Partnership II, Equity Residential Properties Management Corp., Equity Residential Properties Management Corp. II, ERP Holding Co. Inc., and to the extent applicable, as direct intended and third party beneficiaries hereof, their past and present owners, directors, officers, managers, agents, attorneys, insurers, executives, representatives, trustees, administrators, fiduciaries, parents, subsidiaries, divisions, partners, joint ventures, sister corporations and/or affiliated business entities, predecessors, successors, heirs, and assigns, jointly and severally, in both their personal and corporate capacities.

2.    For the purposes of this entire Agreement, the term “Executive” shall include Frederick C. Tuomi, his heirs, successors, agents, and assigns.

3.    Except as provided below, Executive hereby fully, finally, and unconditionally releases Equity from any and all claims, suits, demands, charges, debts, grievances, costs, attorneys’ fees or injuries of every kind or nature, whether known or unknown, absolute or contingent, suspected or unsuspected, which Executive had or now has against Equity based on any matter or thing occurring or arising prior to the date of this Agreement, including but not limited to claims arising out of or relating to Executive’s employment with Equity or the separation of Executive’s employment from Equity. This release includes, but is not limited to, claims for breach of any implied or express employment contract, wrongful discharge or layoff, constructive discharge, retaliatory discharge, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, negligence, impairment of economic opportunity or other common law matters; claims for wages, bonuses or other compensation; and

claims of any constitutional right or discrimination based on age, color, concerted activity, disability, marital status, national origin, parental status, race, religion, retaliation, sex, sexual orientation, source of income or veteran’s status, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination In Employment Act Of 1967, the Older Workers Benefit Protection Act, the Executive Retirement Income Security Act, the Equal Pay Act, the Family And Medical Leave Act, and any amendments to any of these statutes, as well as any other state and local statutes and ordinances prohibiting discrimination in employment, including but not limited to the laws of the states of Illinois and any other state or locale in which Equity conducts business. Executive further waives any right to monetary recovery should any administrative agency pursue any released claim on Executive’s behalf. If for any reason any such agency takes the position that a pending charge has been brought on Executive’s behalf or encompasses Executive, Executive agrees to immediately advise the agency in writing that he does not wish to be involved in the matter and that the agency should terminate all efforts on Executive’s behalf, all claims having been fully and fairly satisfied by this Agreement. Nothing in this paragraph shall affect or be deemed to compromise Executive’s rights or remedies under any Equity benefit plan or program in which he participates, including but not limited to the Supplemental Executive Retirement Plan, Advantage Retirement Plan (“401K”), and plans providing for receipt of LTIPS or OP Units. Also excluded from this release are any claims or administrative charges which cannot be waived by law, claims relating to enforcement of the Separation Agreement and this Agreement, and claims for indemnification arising under law, by-laws or contract. EXECUTIVE UNDERSTANDS AND AGREES THAT THIS RELEASE FOREVER BARS EXECUTIVE FROM SUING, ARBITRATING OR OTHERWISE ASSERTING A CLAIM AGAINST EQUITY ON ANY RELEASED CLAIM..

4.    It is expressly understood by Executive and Equity that this Agreement is being entered into pursuant to the terms of the Separation Agreement, and is solely for the purpose of settling matters set forth in this Agreement and that by entering this Agreement, Equity does not, in any way, either directly or indirectly, by inference or otherwise, admit to any liability or wrongdoing, to any violation under any law, statute, regulation, ordinance or contract or waive defenses as to those matters within the scope of this Agreement and that no court, agency, or arbitrator has found Equity so liable or to have committed any such violation.

5.    Executive warrants that he has returned to Equity all property belonging to Equity (including, but not limited to, business records, office and apartment keys, credit cards, computers, computer software, etc.).

6.    Executive represents and warrants that he has not filed or brought any claim or charge against Equity with any court, arbitral tribunal, administrative agency, governmental agency or other such body.

7.    This Agreement sets forth all of the terms and conditions of the agreement between the parties on the matters set forth in this Agreement and shall be considered and understood to be a contractual commitment and not a mere recital. This Agreement shall be binding upon Equity and its successors and assigns and upon Executive, and his respective agents, heirs, executors, representatives, and assigns.

8.    Each party shall bear and pay his or its own costs and attorneys’ fees with regard to this Agreement and any matters covered herein.

9.    A waiver of any right under this Agreement must be in writing to be effective.

10.    If any portion of this Agreement is held invalid by operation of law, the remaining terms of this Agreement shall not be affected.

1. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, (without giving effect to the conflict of laws principles thereof) except to the extent that federal laws apply.

2. The parties agree and acknowledge that should either party violate any term of this Agreement, the amount of damages that party would suffer as a result of such violation would be difficult to ascertain. In the event of a breach by either party of any term of this Agreement, in addition to injunctive relief or any other damages, the non-breaching party may recover all costs and expense reasonably incurred by it in enforcing this Agreement or defending against a suit brought in violation of this Agreement, including reasonable attorneys’ fees.

1. Executive acknowledges that he has been given twenty-one (21) days from the date he received this Agreement to consider its terms and decide whether or not to sign it. Executive understands that he may revoke this Agreement at any time within the seven (7) day period following execution thereof and that this Agreement shall become effective and enforceable when the revocation period has expired.

2. Executive acknowledges that this Agreement constitutes written notice from Equity that it advises Executive to seek legal counsel before signing this Agreement, and that he has had an opportunity to do so.

3. This Agreement cannot be modified, withdrawn, rescinded or supplemented in any manner after the date upon which it is executed except in a writing signed by both parties.

4. Except as otherwise expressly set forth herein and in the Separation Agreement (which remains in full force and effect), this Agreement resolves all matters between Equity and Executive and supersedes any other written or oral agreement between Equity and Executive concerning the subject matter of this Agreement.

5. Executive acknowledges that in executing this Agreement he does not rely on any inducements, promises or representations made by Equity other than those expressly stated herein and in the Separation Agreement. Further, Executive declares that he has completely read this Agreement and fully understands its terms and contents, including his rights and obligations hereunder, and freely, voluntarily and without coercion enters into this Agreement.

EQUITY RESIDENTIAL		EXECUTIVE
By:		By:
	Bruce C. Strohm		Frederick C. Tuomi
	Executive Vice President

EX-31.1

Exhibit 31.1

Equity Residential

CERTIFICATIONS

I, David J. Neithercut, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Equity Residential;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2012

/s/ David J. Neithercut

David J. Neithercut

Chief Executive Officer

EX-31.2

Exhibit 31.2

Equity Residential

CERTIFICATIONS

I, Mark J. Parrell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Equity Residential;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2012

/s/ Mark J. Parrell

     Mark J. Parrell

     Chief Financial Officer

EX-31.3

Exhibit 31.3

ERP Operating Limited Partnership

CERTIFICATIONS

I, David J. Neithercut, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2012

/s/ David J. Neithercut

     David J. Neithercut

     Chief Executive Officer of

     Registrant's General Partner

EX-31.4

Exhibit 31.4

ERP Operating Limited Partnership

CERTIFICATIONS

I, Mark J. Parrell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2012

/s/ Mark J. Parrell

     Mark J. Parrell

     Chief Financial Officer of

     Registrant's General Partner

EX-32.1

Exhibit 32.1

Equity Residential

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Equity Residential (the “Company”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Neithercut, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David J. Neithercut

David J. Neithercut

Chief Executive Officer

November 1, 2012

EX-32.2

Exhibit 32.2

Equity Residential

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Equity Residential (the “Company”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark J. Parrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Mark J. Parrell

Mark J. Parrell

Chief Financial Officer

November 1, 2012

EX-32.3

Exhibit 32.3

ERP Operating Limited Partnership

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ERP Operating Limited Partnership (the "Operating Partnership”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Neithercut, Chief Executive Officer of Equity Residential, general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ David J. Neithercut

David J. Neithercut

Chief Executive Officer

of Registrant’s General Partner

November 1, 2012

EX-32.4

Exhibit 32.4

ERP Operating Limited Partnership

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ERP Operating Limited Partnership (the "Operating Partnership”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark J. Parrell, Chief Financial Officer of Equity Residential, general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ Mark J. Parrell

Mark J. Parrell

Chief Financial Officer

of Registrant’s General Partner

November 1, 2012

XML

Summary of Significant Accounting Policies Summary of Significant Accounting Policies Text (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Deferred Tax Assets, Gross	$ 31,700,000
Partially Owned Consolidated Properties	19
Partially Owned Consolidated Units	3,475
Noncontrolling Interests - Partially Owned Properties	75,428,000	74,306,000
Partially Owned Limited Life Partnership Properties	6
Noncontrolling Interest Balance Limited Life Partnerships	(6,000,000)
Noncontrolling Interests Settlement Value	33,300,000
Partially Owned Properties [Member]
Noncontrolling Interests - Partially Owned Properties	$ 75,428,000

XML

Derivative and Other Fair Value Instruments (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Fair Value Hedges [Member]
Derivative [Line Items]
Current Notional Balance	$ 300,000
Lowest Possible Notional	300,000
Highest Possible Notional	300,000
Lowest Interest Rate	2.009%
Highest Interest Rate	2.637%
Earliest Maturity Date	2013
Latest Maturity Date	2013
Forward Starting Swaps [Member]
Derivative [Line Items]
Current Notional Balance	200,000
Lowest Possible Notional	200,000
Highest Possible Notional	$ 200,000
Lowest Interest Rate	3.478%
Highest Interest Rate	4.695%
Earliest Maturity Date	2023
Latest Maturity Date	2023

XML

Commitments to Acquire/Dispose of Real Estate (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Commitments to Acquire Real Estate
Properties Acquired-Total	2
Land Parcels Contracted to be Acquired	2
Rental Units Acquired - Total	542
Purchase Price - Total	$ 249,750
Commitments to Dispose of Real Estate
Properties Disposed - Total	5
Rental Units Disposed-Total	1,578
Sales price-Rental Properties	141,450
Rental Properties to be acquired [Member]
Commitments to Acquire Real Estate
Properties Acquired-Total	2
Rental Units Acquired - Total	542
Purchase Price - Total	192,250
Land Parcel [Member]
Commitments to Acquire Real Estate
Land Parcels Contracted to be Acquired	0
Rental Units Acquired - Total	0
Purchase Price - Total	57,500
Rental Properties Disposed of [Member]
Commitments to Dispose of Real Estate
Properties Disposed - Total	5
Rental Units Disposed-Total	1,578
Sales price-Rental Properties	$ 141,450

XML

Derivative and Other Fair Value Instruments (Details 1) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	$ 3,038	$ 8,972
Fair Value Of Serp Investments	69,369	71,426
Other Assets, Fair Value Disclosure	1,944	1,550
Assets, Fair Value Disclosure	74,351	81,948
Derivative liability, fair value	44,615	32,278
Other Liabilities, Fair Value Disclosure	69,369	71,426
Liabilities, Fair Value Disclosure	113,984	103,704
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	414,219	416,404
Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Fair Value Of Serp Investments	69,369	71,426
Other Assets, Fair Value Disclosure	1,944	1,550
Assets, Fair Value Disclosure	71,313	72,976
Derivative liability, fair value	0	0
Other Liabilities, Fair Value Disclosure	69,369	71,426
Liabilities, Fair Value Disclosure	69,369	71,426
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	3,038	8,972
Fair Value Of Serp Investments	0	0
Other Assets, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	3,038	8,972
Derivative liability, fair value	44,615	32,278
Other Liabilities, Fair Value Disclosure	0	0
Liabilities, Fair Value Disclosure	44,615	32,278
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	414,219	416,404
Fair Value, Inputs, Level 3 [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Fair Value Of Serp Investments	0	0
Other Assets, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	0	0
Derivative liability, fair value	0	0
Other Liabilities, Fair Value Disclosure	0	0
Liabilities, Fair Value Disclosure	0	0
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	$ 0	$ 0

XML

Real Estate Real Estate Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Acquired Properties	9
Units - acquired	1,896
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 968,545
Consolidated Rental Properties [Member]
Acquired Properties	9
Units - acquired	1,896
Business Acquisition, Cost of Acquired Entity, Purchase Price	906,305
Land Parcel [Member]
Acquired Properties	0
Land parcels acquired	5
Units - acquired	0
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 62,240

XML

Deposits - Restricted Deposits - Restricted Summary (Tables)

9 Months Ended

Sep. 30, 2012

Deposits Restricted (Tables) [Abstract]

Schedule of Restricted Cash and Cash Equivalents [Table Text Block]

	September 30, 2012		December 31, 2011
Tax–deferred (1031) exchange proceeds	$	17,555	$	53,668
Earnest money on pending acquisitions	12,087		7,882
Restricted deposits on debt	—		2,370
Restricted deposits on real estate investments	44,201		43,970
Resident security and utility deposits	42,495		40,403
Other	4,102		3,944
Totals	$	120,440	$	152,237

XML

Derivative and Other Fair Value Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Available for Sale
Other assets, amortized cost	$ 675	$ 675
Other assets, Unrealized Gains	1,269	875
Other assets, Unrealized Losses	0	0
Other assets, Book/Fair value	1,944	1,550
Interest and Other income	0	0
Other Available-for-Sale Securities [Member]
Available for Sale
Other assets, amortized cost	675	675
Other assets, Unrealized Gains	1,269	875
Other assets, Unrealized Losses	0	0
Other assets, Book/Fair value	1,944	1,550
Interest and Other income	$ 0	$ 0

XML

Reportable Segments

9 Months Ended

Sep. 30, 2012

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Segment Reporting Disclosure [Text Block]

Reportable Segments

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

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company's operating performance geographically by market and both on a same store and non-same store basis. The Company’s operating segments (geographic markets) have been aggregated into four reportable segments based upon the geographic region in which they are located.

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

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the nine months and quarters ended September 30, 2012 and 2011, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying consolidated statements of operations). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following tables present NOI for each segment from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2012 and 2011, respectively, as well as total assets and capital expenditures at September 30, 2012 (amounts in thousands):

	Nine Months Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	530,972	$	295,518	$	264,709	$	337,232	$	—		$	1,428,431
Non-same store/other (2) (3)	76,922		37,945		14,667		44,834		(164		)	174,204
Total rental income	607,894		333,463		279,376		382,066		(164		)	1,602,635
Operating expenses:
Same store (1)	190,952		100,384		103,333		110,847		—			505,516
Non-same store/other (2) (3)	23,636		18,197		5,793		15,326		1,594			64,546
Total operating expenses	214,588		118,581		109,126		126,173		1,594			570,062
NOI:
Same store (1)	340,020		195,134		161,376		226,385		—			922,915
Non-same store/other (2) (3)	53,286		19,748		8,874		29,508		(1,758		)	109,658
Total NOI	$	393,306	$	214,882	$	170,250	$	255,893	$	(1,758	)	$	1,032,573
Total assets	$	6,945,739	$	3,029,831	$	2,358,093	$	3,286,507	$	1,048,375		$	16,668,545
Capital expenditures	$	42,259	$	27,337	$	22,280	$	21,732	$	927		$	114,535

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development and other corporate operations.

	Nine Months Ended September 30, 2011
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	502,724	$	272,851	$	253,202	$	324,913	$	—		$	1,353,690
Non-same store/other (2) (3)	33,937		4,217		9,764		18,902		(3,374		)	63,446
Total rental income	536,661		277,068		262,966		343,815		(3,374		)	1,417,136
Operating expenses:
Same store (1)	185,770		97,617		100,102		111,020		—			494,509
Non-same store/other (2) (3)	11,799		1,680		3,528		8,005		5,462			30,474
Total operating expenses	197,569		99,297		103,630		119,025		5,462			524,983
NOI:
Same store (1)	316,954		175,234		153,100		213,893		—			859,181
Non-same store/other (2) (3)	22,138		2,537		6,236		10,897		(8,836		)	32,972
Total NOI	$	339,092	$	177,771	$	159,336	$	224,790	$	(8,836	)	$	892,153

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development, condominium conversion overhead of $0.3 million and other corporate operations.

	Quarter Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	190,140	$	103,926	$	93,609	$	120,388	$	—		$	508,063
Non-same store/other (2) (3)	21,399		12,226		1,400		10,126		(122		)	45,029
Total rental income	211,539		116,152		95,009		130,514		(122		)	553,092
Operating expenses:
Same store (1)	66,289		34,805		36,949		39,420		—			177,463
Non-same store/other (2) (3)	7,318		5,686		788		3,580		(1,428		)	15,944
Total operating expenses	73,607		40,491		37,737		43,000		(1,428		)	193,407
NOI:
Same store (1)	123,851		69,121		56,660		80,968		—			330,600
Non-same store/other (2) (3)	14,081		6,540		612		6,546		1,306			29,085
Total NOI	$	137,932	$	75,661	$	57,272	$	87,514	$	1,306		$	359,685

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

(3) Other includes development and other corporate operations.

	Quarter Ended September 30, 2011
	Northeast		Northwest			Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	180,074	$	95,679		$	89,056	$	115,447	$	—		$	480,256
Non-same store/other (2) (3)	6,034		86			468		3,791		309			10,688
Total rental income	186,108		95,765			89,524		119,238		309			490,944
Operating expenses:
Same store (1)	64,479		33,844			34,437		39,622		—			172,382
Non-same store/other (2) (3)	1,926		195			154		1,673		1,666			5,614
Total operating expenses	66,405		34,039			34,591		41,295		1,666			177,996
NOI:
Same store (1)	115,595		61,835			54,619		75,825		—			307,874
Non-same store/other (2) (3)	4,108		(109		)	314		2,118		(1,357		)	5,074
Total NOI	$	119,703	$	61,726		$	54,933	$	77,943	$	(1,357	)	$	312,948

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

(3) Other includes development, condominium conversion overhead of $0.1 million and other corporate operations.

Note: Markets included in the above geographic segments are as follows:

(a) Northeast – New England (excluding Boston), Boston, New York Metro, DC Northern Virginia and Suburban Maryland.

(b) Northwest – Denver, San Francisco Bay Area and Seattle/Tacoma.

(c) Southeast – Atlanta, Jacksonville, Orlando and South Florida.

(d) Southwest – Inland Empire, Los Angeles, Orange County, Phoenix and San Diego.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the nine months and quarters ended September 30, 2012 and 2011, respectively (amounts in thousands):

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Rental income	$	1,602,635		$	1,417,136		$	553,092		$	490,944
Property and maintenance expense	(325,071		)	(300,362		)	(110,679		)	(101,712		)
Real estate taxes and insurance expense	(182,222		)	(162,430		)	(64,235		)	(57,109		)
Property management expense	(62,769		)	(62,191		)	(18,493		)	(19,175		)
Total operating expenses	(570,062		)	(524,983		)	(193,407		)	(177,996		)
Net operating income	$	1,032,573		$	892,153		$	359,685		$	312,948

XML

Deposits - Restricted Deposits - Restricted Values (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Restricted Cash and Cash Equivalents Items [Line Items]
Tax Deferred Exchange Proceeds	$ 17,555	$ 53,668
Earnest Money On Acquisitions	12,087	7,882
Restricted Deposits On Debt	0	2,370
Restricted deposits on real estate investments	44,201	43,970
Resident security and utility deposits	42,495	40,403
Other Restricted Cash	4,102	3,944
Restricted Cash and Cash Equivalents	$ 120,440	$ 152,237

XML

Equity, Capital and Other Interests Preferred (Details) (USD $)	9 Months Ended			9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012 Series K Preferred Stock [Member]	Dec. 31, 2011 Series K Preferred Stock [Member]	Sep. 30, 2012 Series N Preferred Stock [Member]	Dec. 31, 2011 Series N Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	100,000,000		100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01
Preferred Stock Preference Units Issued				1,000,000	1,000,000	0	600,000
Preferred Stock Preference Units Outstanding				1,000,000	1,000,000	0	600,000
Preferred Stock Preference Units Redemption Price Per Share Unit				$ 50.00	$ 50.00	$ 250.00	$ 250.00
Preferred Stock Preference Units Dividend Rate Percentage				8.29%	8.29%	6.48%	6.48%
Preferred Stocks Preference Units Redemption Date				Dec. 10, 2026		Jun. 19, 2008
Annual Dividend Per Preferred Share Preference Unit				$ 4.145		$ 16.20
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2012 and 1,600,000 shares issued and outstanding as of December 31, 2011	$ 50,000,000		$ 200,000,000	$ 50,000,000	$ 50,000,000	$ 0	$ 150,000,000
Preference Units				50,000,000	50,000,000	0	150,000,000
Annual Dividend Per Depositary Share	$ 1.62
Redemption of Preferred Shares Preference Units	150,000,000	0
Write Off Issuance Costs	$ 5,100,000

XML

Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2012

Reportable Segments (Tables) [Abstracts]

Reportable Segments Schedule

	Quarter Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	190,140	$	103,926	$	93,609	$	120,388	$	—		$	508,063
Non-same store/other (2) (3)	21,399		12,226		1,400		10,126		(122		)	45,029
Total rental income	211,539		116,152		95,009		130,514		(122		)	553,092
Operating expenses:
Same store (1)	66,289		34,805		36,949		39,420		—			177,463
Non-same store/other (2) (3)	7,318		5,686		788		3,580		(1,428		)	15,944
Total operating expenses	73,607		40,491		37,737		43,000		(1,428		)	193,407
NOI:
Same store (1)	123,851		69,121		56,660		80,968		—			330,600
Non-same store/other (2) (3)	14,081		6,540		612		6,546		1,306			29,085
Total NOI	$	137,932	$	75,661	$	57,272	$	87,514	$	1,306		$	359,685

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

(3) Other includes development and other corporate operations.

	Quarter Ended September 30, 2011
	Northeast		Northwest			Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	180,074	$	95,679		$	89,056	$	115,447	$	—		$	480,256
Non-same store/other (2) (3)	6,034		86			468		3,791		309			10,688
Total rental income	186,108		95,765			89,524		119,238		309			490,944
Operating expenses:
Same store (1)	64,479		33,844			34,437		39,622		—			172,382
Non-same store/other (2) (3)	1,926		195			154		1,673		1,666			5,614
Total operating expenses	66,405		34,039			34,591		41,295		1,666			177,996
NOI:
Same store (1)	115,595		61,835			54,619		75,825		—			307,874
Non-same store/other (2) (3)	4,108		(109		)	314		2,118		(1,357		)	5,074
Total NOI	$	119,703	$	61,726		$	54,933	$	77,943	$	(1,357	)	$	312,948

(1) Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2011, less properties subsequently sold, which represented 105,902 apartment units.

(2) Non-same store primarily includes properties acquired after July 1, 2011, plus any properties in lease-up and not stabilized as of July 1, 2011.

	Nine Months Ended September 30, 2012
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	530,972	$	295,518	$	264,709	$	337,232	$	—		$	1,428,431
Non-same store/other (2) (3)	76,922		37,945		14,667		44,834		(164		)	174,204
Total rental income	607,894		333,463		279,376		382,066		(164		)	1,602,635
Operating expenses:
Same store (1)	190,952		100,384		103,333		110,847		—			505,516
Non-same store/other (2) (3)	23,636		18,197		5,793		15,326		1,594			64,546
Total operating expenses	214,588		118,581		109,126		126,173		1,594			570,062
NOI:
Same store (1)	340,020		195,134		161,376		226,385		—			922,915
Non-same store/other (2) (3)	53,286		19,748		8,874		29,508		(1,758		)	109,658
Total NOI	$	393,306	$	214,882	$	170,250	$	255,893	$	(1,758	)	$	1,032,573
Total assets	$	6,945,739	$	3,029,831	$	2,358,093	$	3,286,507	$	1,048,375		$	16,668,545
Capital expenditures	$	42,259	$	27,337	$	22,280	$	21,732	$	927		$	114,535

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development and other corporate operations.

	Nine Months Ended September 30, 2011
	Northeast		Northwest		Southeast		Southwest		Other (3)			Total
Rental income:
Same store (1)	$	502,724	$	272,851	$	253,202	$	324,913	$	—		$	1,353,690
Non-same store/other (2) (3)	33,937		4,217		9,764		18,902		(3,374		)	63,446
Total rental income	536,661		277,068		262,966		343,815		(3,374		)	1,417,136
Operating expenses:
Same store (1)	185,770		97,617		100,102		111,020		—			494,509
Non-same store/other (2) (3)	11,799		1,680		3,528		8,005		5,462			30,474
Total operating expenses	197,569		99,297		103,630		119,025		5,462			524,983
NOI:
Same store (1)	316,954		175,234		153,100		213,893		—			859,181
Non-same store/other (2) (3)	22,138		2,537		6,236		10,897		(8,836		)	32,972
Total NOI	$	339,092	$	177,771	$	159,336	$	224,790	$	(8,836	)	$	892,153

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented 102,241 apartment units.

(2) Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.

(3) Other includes development, condominium conversion overhead of $0.3 million and other corporate operations.

Reconciliation of NOI

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Rental income	$	1,602,635		$	1,417,136		$	553,092		$	490,944
Property and maintenance expense	(325,071		)	(300,362		)	(110,679		)	(101,712		)
Real estate taxes and insurance expense	(182,222		)	(162,430		)	(64,235		)	(57,109		)
Property management expense	(62,769		)	(62,191		)	(18,493		)	(19,175		)
Total operating expenses	(570,062		)	(524,983		)	(193,407		)	(177,996		)
Net operating income	$	1,032,573		$	892,153		$	359,685		$	312,948

XML

Debt Notes (Details) (USD $)	1 Months Ended	9 Months Ended
	Nov. 01, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Debt Instrument [Line Items]
Notes, net		$ 5,354,038,000		$ 5,609,574,000
Repayments of Notes Payable	222,100,000	253,858,000	575,641,000
Stated interest rate	5.50%	6.625%
Term Loan Principal Amount		500,000,000
Unamortized Deferred Financing Costs Written Off		1,100,000
Bridge Loan Principal Amount		1,000,000,000
Debt Instrument, Maturity Date Range, End		Dec. 31, 2026
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		0.16%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		11.25%
Weighted Average Interest Rate		5.10%
Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Unamortized Deferred Financing Costs Written Off		$ 1,000,000
Fixed Rate Public or Private Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		0.70%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		7.57%

XML

Commitments and Contingencies (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
300 properties designed and built in violation of accessibility requirements	300
Projects in various stages of development	5
Units in various stages of development	1,267
Consolidated Project Under Development Commitment Fund	$ 283,100,000
Various stages of development with estimated completion dates ranging through June 30, 2011	Jun. 30, 2014
Number Of Unconsolidated Projects	2
Number Of Apartments Units Under Development Unconsolidated Projects	945
Estimated completion period of project	Dec. 31, 2013
Land purchase price	76,100,000
Business Acquisition, Cost of Acquired Entity, Purchase Price	968,545,000
Investment in Joint Venture	194,700,000
Noncontrolling Interests - Partially Owned Properties	75,428,000	74,306,000
Joint Venture Partner [Member]
Land purchase price	57,900,000
Business Acquisition, Cost of Acquired Entity, Purchase Price	75,700,000
Noncontrolling Interests - Partially Owned Properties	81,800,000
Company's Portion [Member]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 102,500,000

XML

Real Estate Real Estate Dispositions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Disposed Properties			20
Disposed Units			5,337
Proceeds From Sale Of Property			$ 616,904
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	103,394	76,864	307,447	759,100
Consolidated Rental Properties [Member]
Disposed Properties			20
Disposed Units			5,337
Proceeds From Sale Of Property			$ 616,904

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 496,805	$ 827,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	516,940	496,383
Amortization of deferred financing costs	10,384	12,769
Amortization of discounts and premiums on debt	(5,795)	144
Amortization of deferred settlements on derivative instruments	10,506	2,441
Write-off of pursuit costs	6,141	4,052
IncomeFromTechnologyInvestments	0	(4,537)
Loss from investments in unconsolidated entities	(3)	0
Distributions from unconsolidated entities - return on capital	454	318
Net (gain) on sales of land parcels	0	(4,217)
Net (gain) on sales of discontinued operations	(307,447)	(759,100)
Loss on debt extinguishment	272	0
Unrealized (gain) loss on derivative instruments	(1)	0
Compensation paid with Company Common Shares	20,836	16,722
Changes in assets and liabilities:
(Increase) decrease in deposits - restricted	(2,250)	5,101
(Increase) in other assets	(14,039)	3,239
Increase in accounts payable and accrued expenses	67,479	60,608
(Decrease) in accrued interest payable	(9,252)	(28,736)
Increase (decrease) in other liabilities	68,492	(20,193)
Increase in security deposits	3,472	1,261
Net cash provided by operating activities	863,000	614,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate - acquisitions	(764,859)	(634,581)
Investment in real estate - development/other	(116,715)	(93,761)
Improvements to real estate	(114,535)	(106,070)
Additions to non-real estate property	(6,716)	(4,879)
Interest capitalized for real estate and unconsolidated entities under development	(15,776)	(5,931)
Proceeds from disposition of real estate, net	610,127	1,402,475
Investments in unconsolidated entities	(5,423)	(865)
ProceedsFromTechnologyInvestments	0	4,537
(Increase) in deposits on real estate acquisitions and investments, net	31,677	(210,170)
Decrease in mortgage deposits	230	1,916
ProceedsFromSaleOfEquityInterest	0	28,360
Acquisition of Noncontrolling Interests - Partially Owned Properties	(87)	(12,809)
Net cash (used for) provided by investing activities	(382,077)	368,222
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(4,599)	(8,070)
Mortgage notes payable:
Proceeds	0	152,930
Restricted cash	2,370	16,595
Lump sum payoffs	(279,943)	(859,066)
Scheduled principal repayments	(11,022)	(12,463)
Loss on debt extinguishments	(272)	0
Notes, net:
Lump sum payoffs	(253,858)	(575,641)
Line of Credit Facility:
Proceeds	392,000	213,000
Repayments	(385,000)	(187,000)
Proceeds from sale of Common Shares	220,753	154,508
Proceeds from Employee Stock Purchase Plan (ESPP)	4,944	4,558
Proceeds from exercise of options	46,781	94,373
Redemption of Preferred Shares Preference Units	(150,000)	0
Premium on Redemption of Preferred Shares Cash	(21)	0
Payment of offering costs	(2,860)	(2,770)
Other financing activities, net	(33)	(33)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,992	64
Contributions - Noncontrolling Interests - Operating Partnership	5	0
Distributions:
Common Shares	(371,319)	(331,928)
Preferred Shares	(11,344)	(10,399)
Noncontrolling Interests – Operating Partnership	(17,053)	(15,464)
Noncontrolling Interests – Partially Owned Properties	(4,742)	(889)
Net cash (used for) financing activities	(819,221)	(1,367,695)
Net (decrease) increase in cash and cash equivalents	(338,298)	(385,422)
Cash and cash equivalents, beginning of period	383,921	431,408
Cash and cash equivalents, end of period	45,623	45,986
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	353,329	381,194
Net cash paid for income and other taxes	573	607
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	137,644	99,131
Valuation Of OP Units Issued	66,606	0
Amortization of discounts and premiums on debt:
Mortgage notes payable	(7,462)	(6,116)
Notes, net	1,667	6,260
Amortization of deferred settlements on derivative instruments:
Other liabilities	(401)	(401)
Accumulated other comprehensive income	(10,907)	(2,842)
Unrealized (gain) loss on derivative instruments:
Other assets	5,934	5,217
Mortgage notes payable	(2,589)	(464)
Notes, net	(3,345)	(1,476)
Other liabilities	12,336	127,090
Unrealized holding (losses) arising during the period	(12,337)	(130,367)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(15,163)	(5,760)
Investment in unconsolidated entities	(613)	(171)
DeconsolidationOfPreviouslyConsolidatedProperties [Abstract]
DeconsolidationOfPreviouslyConsolidatedPropertiesInvestmentInRealEstateNet	0	35,495
DeconsolidationOfPreviouslyConsolidatedPropertiesInvestmentsInUnconsolidatedEntitie	0	(7,135)
Other:
Receivable For Common Shares Issued	$ 28,457	$ 0

XML

Reportable Segments (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Rental income:
Same store	$ 508,063,000	$ 480,256,000	$ 1,428,431,000	$ 1,353,690,000
Non-same store/other	45,029,000	10,688,000	174,204,000	63,446,000
Total rental income	553,092,000	490,944,000	1,602,635,000	1,417,136,000
Operating expenses:
Same store	177,463,000	172,382,000	505,516,000	494,509,000
Non-same store/other	15,944,000	5,614,000	64,546,000	30,474,000
Total operating expenses	193,407,000	177,996,000	570,062,000	524,983,000
NOI:
Same store	330,600,000	307,874,000	922,915,000	859,181,000
Non-same store/other	29,085,000	5,074,000	109,658,000	32,972,000
Total NOI	359,685,000	312,948,000	1,032,573,000	892,153,000
Total assets	16,668,545,000		16,668,545,000		16,659,303,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			114,535,000
Reconciliation of NOI
Rental income	553,092,000	490,944,000	1,602,635,000	1,417,136,000
Property and maintenance expense	(110,679,000)	(101,712,000)	(325,071,000)	(300,362,000)
Real estate taxes and insurance expense	(64,235,000)	(57,109,000)	(182,222,000)	(162,430,000)
Property management expense	(18,493,000)	(19,175,000)	(62,769,000)	(62,191,000)
Total operating expenses	(193,407,000)	(177,996,000)	(570,062,000)	(524,983,000)
Reportable Segments (Textuals) [Abstract]
Units in same store properties	105,902		102,241
Overhead Costs		100,000		300,000
Northeast [Member]
Rental income:
Same store	190,140,000	180,074,000	530,972,000	502,724,000
Non-same store/other	21,399,000	6,034,000	76,922,000	33,937,000
Total rental income	211,539,000	186,108,000	607,894,000	536,661,000
Operating expenses:
Same store	66,289,000	64,479,000	190,952,000	185,770,000
Non-same store/other	7,318,000	1,926,000	23,636,000	11,799,000
Total operating expenses	73,607,000	66,405,000	214,588,000	197,569,000
NOI:
Same store	123,851,000	115,595,000	340,020,000	316,954,000
Non-same store/other	14,081,000	4,108,000	53,286,000	22,138,000
Total NOI	137,932,000	119,703,000	393,306,000	339,092,000
Total assets	6,945,739,000		6,945,739,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			42,259,000
Northwest [Member]
Rental income:
Same store	103,926,000	95,679,000	295,518,000	272,851,000
Non-same store/other	12,226,000	86,000	37,945,000	4,217,000
Total rental income	116,152,000	95,765,000	333,463,000	277,068,000
Operating expenses:
Same store	34,805,000	33,844,000	100,384,000	97,617,000
Non-same store/other	5,686,000	195,000	18,197,000	1,680,000
Total operating expenses	40,491,000	34,039,000	118,581,000	99,297,000
NOI:
Same store	69,121,000	61,835,000	195,134,000	175,234,000
Non-same store/other	6,540,000	(109,000)	19,748,000	2,537,000
Total NOI	75,661,000	61,726,000	214,882,000	177,771,000
Total assets	3,029,831,000		3,029,831,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			27,337,000
Southeast [Member]
Rental income:
Same store	93,609,000	89,056,000	264,709,000	253,202,000
Non-same store/other	1,400,000	468,000	14,667,000	9,764,000
Total rental income	95,009,000	89,524,000	279,376,000	262,966,000
Operating expenses:
Same store	36,949,000	34,437,000	103,333,000	100,102,000
Non-same store/other	788,000	154,000	5,793,000	3,528,000
Total operating expenses	37,737,000	34,591,000	109,126,000	103,630,000
NOI:
Same store	56,660,000	54,619,000	161,376,000	153,100,000
Non-same store/other	612,000	314,000	8,874,000	6,236,000
Total NOI	57,272,000	54,933,000	170,250,000	159,336,000
Total assets	2,358,093,000		2,358,093,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			22,280,000
Southwest [Member]
Rental income:
Same store	120,388,000	115,447,000	337,232,000	324,913,000
Non-same store/other	10,126,000	3,791,000	44,834,000	18,902,000
Total rental income	130,514,000	119,238,000	382,066,000	343,815,000
Operating expenses:
Same store	39,420,000	39,622,000	110,847,000	111,020,000
Non-same store/other	3,580,000	1,673,000	15,326,000	8,005,000
Total operating expenses	43,000,000	41,295,000	126,173,000	119,025,000
NOI:
Same store	80,968,000	75,825,000	226,385,000	213,893,000
Non-same store/other	6,546,000	2,118,000	29,508,000	10,897,000
Total NOI	87,514,000	77,943,000	255,893,000	224,790,000
Total assets	3,286,507,000		3,286,507,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			21,732,000
Other [Member]
Rental income:
Same store	0	0	0	0
Non-same store/other	(122,000)	309,000	(164,000)	(3,374,000)
Total rental income	(122,000)	309,000	(164,000)	(3,374,000)
Operating expenses:
Same store	0	0	0	0
Non-same store/other	(1,428,000)	1,666,000	1,594,000	5,462,000
Total operating expenses	(1,428,000)	1,666,000	1,594,000	5,462,000
NOI:
Same store	0	0	0	0
Non-same store/other	1,306,000	(1,357,000)	(1,758,000)	(8,836,000)
Total NOI	1,306,000	(1,357,000)	(1,758,000)	(8,836,000)
Total assets	1,048,375,000		1,048,375,000
Segment Reporting Information, Expenditures for Additions to Long-Lived Assets			$ 927,000

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Equity, Capital and Other Interests ERP Units (Details)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Capital Unit [Line Items]
Common Shares And Units Outstanding	317,074,506
Issuance of OP Units	3,173,919
Exercise of EQR share options	1,517,880
EQR's Employee Share Purchase Plan (ESPP)	100,222
Restricted Share Grants Net	129,725
Units Issued To Noncontrolling Interests	1,081,797
Units Ownership Interest in Operating Partnership	4.50%
General And Limited Partner [Member]
Capital Unit [Line Items]
Common Shares And Units Outstanding	317,074,506	311,000,728
Issuance of OP Units	3,173,919
Exercise of EQR share options	1,517,880
EQR's Employee Share Purchase Plan (ESPP)	100,222
Restricted Share Grants Net	129,725
Issuance Of LTIPs	70,235
Units Issued To Noncontrolling Interests	1,081,797
Limited Partner [Member]
Capital Unit [Line Items]
Issuance Of LTIPs	70,235
Units Issued To Noncontrolling Interests	1,081,797
Total Units Outstanding	14,399,790	13,492,543
Shares Issued During Period Shares Conversion Of Units To Common Shares	(244,785)
Limited Partner [Member]
Capital Unit [Line Items]
Issuance Of LTIPs	70,235
Units Issued To Noncontrolling Interests	1,081,797
Total Units Outstanding	14,399,790	13,492,543
Shares Issued During Period Shares Conversion Of Units To Common Shares	(244,785)

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Equity, Capital and Other Interests (Tables)

9 Months Ended

Sep. 30, 2012

Common shares and units rollforward

	2012
Common Shares
Common Shares outstanding at January 1,	297,508,185
Common Shares Issued:
Conversion of OP Units	244,785
Issuance of Common Shares	3,173,919
Exercise of share options	1,517,880
Employee Share Purchase Plan (ESPP)	100,222
Restricted share grants, net	129,725
Common Shares outstanding at September 30,	302,674,716
Units
Units outstanding at January 1,	13,492,543
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
Conversion of OP Units to Common Shares	(244,785	)
Units outstanding at September 30,	14,399,790
Total Common Shares and Units outstanding at September 30,	317,074,506
Units Ownership Interest in Operating Partnership	4.5	%

Redeemable Noncontrolling Interest [Table Text Block]

	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

Schedule Of Preferred Stock [Table Text Block]

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		September 30, 2012		December 31, 2011
Preferred Shares of beneficial interest, $0.01 par value;   100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred; liquidation   value $50 per share; 1,000,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preferred; liquidation   value $250 per share; 0 and 600,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011, respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preferred shares (Series K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on all series of Preferred Shares are payable quarterly at various pay dates. The dividend listed for Series N is a Preferred Share rate and the equivalent Depositary Share annual dividend is $1.62 per share.

(3) The Series N Preferred Shares had a corresponding depositary share that consisted of ten times the number of shares and one-tenth the liquidation value and dividend per share.

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

Limited Partner [Member]

Common shares and units rollforward

	2012
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	311,000,728
Issued to General Partner:
Issuance of OP Units	3,173,919
Exercise of EQR share options	1,517,880
EQR’s Employee Share Purchase Plan (ESPP)	100,222
EQR's restricted share grants, net	129,725
Issued to Limited Partners:
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
General and Limited Partner Units outstanding at September 30,	317,074,506
Limited Partner Units
Limited Partner Units outstanding at January 1,	13,492,543
Limited Partner LTIP Units, net	70,235
Limited Partner OP Units issued through acquisitions	1,081,797
Conversion of Limited Partner OP Units to EQR Common Shares	(244,785	)
Limited Partner Units outstanding at September 30,	14,399,790
Limited Partner Units Ownership Interest in Operating Partnership	4.5	%

Redeemable Noncontrolling Interest [Table Text Block]

	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

Schedule Of Preferred Stock [Table Text Block]

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		September 30, 2012		December 31, 2011
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preference Units;   liquidation value $250 per unit; 0 and 600,000 units issued and   outstanding at September 30, 2012 and December 31, 2011,   respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company 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 had a corresponding depositary unit that consisted of ten times the number of units and one-tenth the liquidation value and dividend per unit.

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

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Business (Tables)

9 Months Ended

Sep. 30, 2012

Business [Abstract]

Property/Unit schedule

	Properties	Apartment Units
Wholly Owned Properties	397	110,520
Partially Owned Properties – Consolidated	19	3,475
Military Housing	2	4,991
	418	118,986

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Derivative and Other Fair Value Instruments (Details 3) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Increase (Decrease) in Fair Value of Interest Rate Fair Value Hedging Instruments	$ (5,934)	$ (1,940)
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge	5,934	1,940
Effective Portion - Amount of Gain/ (Loss) Recognized in OCI on Derivative	(12,337)	(130,367)
Effective Portion - Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income	(10,907)	(2,842)
Ineffective Portion - Amount of Gain/ (Loss) Reclassifed from Accumulated OCI into Income	0	0
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Increase (Decrease) in Fair Value of Interest Rate Fair Value Hedging Instruments	(5,934)	(1,940)
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge	5,934	1,940
Derivative, Description of Hedged Item	Fixed rate debt	Fixed rate debt
Forward Starting Swaps/Treasury Locks [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Effective Portion - Amount of Gain/ (Loss) Recognized in OCI on Derivative	(12,337)	(131,689)
Effective Portion - Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income	(10,907)	(2,842)
Ineffective Portion - Amount of Gain/ (Loss) Reclassifed from Accumulated OCI into Income	0	0
Development Interest Rate Swaps Caps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Effective Portion - Amount of Gain/ (Loss) Recognized in OCI on Derivative		1,322
Effective Portion - Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income		0
Ineffective Portion - Amount of Gain/ (Loss) Reclassifed from Accumulated OCI into Income		$ 0

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Equity, Capital and Other Interests Text (Details) (USD $)	9 Months Ended
	Sep. 30, 2012
Common Stock Capital Shares Reserved For Future Issuance Under Share Offering Program	17,000,000
Common Shares Added To Atm Program	5,700,000
Stock Issued During Period, Shares, New Issues	3,200,000
Average Price Per Common Share Issued	$ 60.59
Stock Issued During Period, Value, New Issues	$ 192,300,000
Units Issued During Period New Issues	3,200,000
Additional Common Shares Authorized	6,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	464,600,000
Units Issued To Noncontrolling Interests	1,081,797
Price Per Unit Issued	$ 61.57
Proceeds from Issuance of Common Limited Partners Units	66,600,000
Partially owned development projects acquired from outside partner	1
Increase To Reduction Of Paid In Capital	(1,200,000)
Business Acquisition, Cost of Acquired Entity, Transaction Costs	100,000
Reduction In Partially Owned Properties	$ 1,300,000
General And Limited Partner [Member]
Units Issued To Noncontrolling Interests	1,081,797

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Real Estate (Tables)

9 Months Ended

Sep. 30, 2012

Real Estate (Tables) [Abstract]

Table of Real Estate Owned

	September 30, 2012			December 31, 2011
Land	$	4,609,337		$	4,367,816
Depreciable property:
Buildings and improvements	14,580,915			14,262,616
Furniture, fixtures and equipment	1,362,224			1,292,124
Projects under development:
Land	76,250			75,646
Construction-in-progress	118,004			84,544
Land held for development:
Land	350,102			299,096
Construction-in-progress	54,744			26,104
Investment in real estate	21,151,576			20,407,946
Accumulated depreciation	(4,880,808		)	(4,539,583		)
Investment in real estate, net	$	16,270,768		$	15,868,363

Acquired Properties Table

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	9	1,896	$	906,305
Land Parcels (five)	—	—	62,240
Total	9	1,896	$	968,545

Disposed Properties Table

	Properties	Apartment Units	Sales Price
Rental Properties – Consolidated	20	5,337	$	616,904
Total	20	5,337	$	616,904

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Commitments to Acquire/Dispose of Real Estate (Tables)

9 Months Ended

Sep. 30, 2012

Commitments to Acquire Dispose of Real Estate (Tables) [Abstract]

Real Estate to be Acquired Table Text Block

	Properties	Apartment Units	Purchase Price
Rental Properties	2	542	$	192,250
Land Parcels (two)	—	—	57,500
Total	2	542	$	249,750

Disposed Properties Table Text Block

	Properties	Apartment Units	Sales Price
Rental Properties	5	1,578	$	141,450
Total	5	1,578	$	141,450

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Comprehensive income:
Net income	$ 236,323	$ 112,977	$ 496,805	$ 827,796
Other comprehensive (loss) - derivative instruments:
Unrealized holding (losses) arising during the period	(3,695)	(105,248)	(12,337)	(130,367)
Losses reclassified into earnings from other comprehensive income	3,704	951	10,907	2,842
Other comprehensive income - other instruments:
Unrealized holding gains arising during the period	312	(182)	394	311
Other Comprehensive (loss)	321	(104,479)	(1,036)	(127,214)
Comprehensive income	236,644	8,498	495,769	700,582
Comprehensive (income), Net of Tax, Attributable to Noncontrolling Interest	(10,184)	(5,129)	(22,103)	(36,693)
Comprehensive income attributable to controlling interests	226,460	3,369	473,666	663,889
OPERATING PARTNERSHIP
Comprehensive income:
Net income	236,323	112,977	496,805	827,796
Other comprehensive (loss) - derivative instruments:
Unrealized holding (losses) arising during the period	(3,695)	(105,248)	(12,337)	(130,367)
Losses reclassified into earnings from other comprehensive income	(3,704)	(951)	(10,907)	(2,842)
Other comprehensive income - other instruments:
Unrealized holding gains arising during the period	312	(182)	394	311
Other Comprehensive (loss)	321	(104,479)	(1,036)	(127,214)
Comprehensive income	236,644	8,498	495,769	700,582
Comprehensive (income), Net of Tax, Attributable to Noncontrolling Interest	312	(387)	(457)	(418)
Comprehensive income attributable to controlling interests	$ 236,956	$ 8,111	$ 495,312	$ 700,164

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Investments in Partially Owned Entities (Tables)

9 Months Ended

Sep. 30, 2012

Investments in Partially Owned Entities (Tables) [Abstract]

Partially Owned Property Balance Sheet Schedule [Table Text Block]

	Consolidated								Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development		Other			Total			Institutional Joint Ventures (5)
Total projects (1)	—		19			19			—
Total apartment units (1)	—		3,475			3,475			—
Balance sheet information at 9/30/12 (at 100%):
ASSETS
Investment in real estate	$	149,888	$	452,473		$	602,361		$	143,996
Accumulated depreciation	—		(155,820		)	(155,820		)	—
Investment in real estate, net	149,888		296,653			446,541			143,996
Cash and cash equivalents	5,475		15,641			21,116			155
Deposits – restricted	43,601		5			43,606			—
Deferred financing costs, net	—		1,055			1,055			6
Other assets	5,811		153			5,964			—
Total assets	$	204,775	$	313,507		$	518,282		$	144,157
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable	$	—	$	200,337		$	200,337		$	50,934
Accounts payable & accrued expenses	222		2,273			2,495			4,995
Accrued interest payable	—		782			782			204
Other liabilities	1,269		1,107			2,376			117
Security deposits	—		1,506			1,506			1
Total liabilities	1,491		206,005			207,496			56,251
Noncontrolling Interests – Partially Owned    Properties	82,776		(7,348		)	75,428			70,428
Company equity/General and Limited Partners'    Capital	120,508		114,850			235,358			17,478
Total equity/capital	203,284		107,502			310,786			87,906
Total liabilities and equity/capital	$	204,775	$	313,507		$	518,282		$	144,157
Debt – Secured (2):
Company/Operating Partnership Ownership (3)	$	—	$	159,068		$	159,068		$	10,187
Noncontrolling Ownership	—		41,269			41,269			40,747
Total (at 100%)	$	—	$	200,337		$	200,337		$	50,934

Partially Owned Property Income Statement Schedule [Table Text Block]

	Consolidated									Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development			Other			Total			Institutional Joint Ventures (5)
Operating information for the nine months ended 9/30/12 (at 100%):
Operating revenue	$	—		$	46,432		$	46,432		$	2
Operating expenses	121			14,789			14,910			112
Net operating (loss) income	(121		)	31,643			31,522			(110		)
Depreciation	—			11,516			11,516			—
General and administrative/other	93			39			132			—
Operating (loss) income	(214		)	20,088			19,874			(110		)
Interest and other income	2			100			102			—
Other expenses	(248		)	—			(248		)	—
Interest:
Expense incurred, net	—			(7,040		)	(7,040		)	—
Amortization of deferred financing costs	—			(125		)	(125		)	—
(Loss) income before income and other taxes	(460		)	13,023			12,563			(110		)
Income and other tax (expense) benefit	(25		)	(75		)	(100		)	—
Net (loss) income	$	(485	)	$	12,948		$	12,463		$	(110	)

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Equity, Capital and Other Interests EQR Common Shares (Details)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Common Shares outstanding at January 1,	302,674,716	297,508,185
Common Shares Issued:
Conversion of OP Units	244,785
Issuance of Common Shares	3,173,919
Exercise of share options	1,517,880
Employee Share Purchase Plan (ESPP)	100,222
Restricted Share Grants Net	129,725
Units
Units Issued To Noncontrolling Interests	1,081,797
Common Shares And Units Outstanding	317,074,506
Units Ownership Interest in Operating Partnership	4.50%
Limited Partner [Member]
Units
Total Units Outstanding	14,399,790	13,492,543
Issuance Of LTIPs	70,235
Units Issued To Noncontrolling Interests	1,081,797
Shares Issued During Period Shares Conversion Of Units To Common Shares	(244,785)
Limited Partner [Member]
Units
Total Units Outstanding	14,399,790	13,492,543
Issuance Of LTIPs	70,235
Units Issued To Noncontrolling Interests	1,081,797
Shares Issued During Period Shares Conversion Of Units To Common Shares	(244,785)

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Debt Lines of Credit (Details) (USD $)	9 Months Ended		9 Months Ended
	Sep. 30, 2012 $1.25 billion LOC [Member]	Dec. 31, 2011 $1.25 billion LOC [Member]	Sep. 30, 2012 A 175 billion LOC [Member]	Dec. 31, 2010 $1.425 Billion LOC [Member]
Line of Credit Facility [Line Items]
Unsecured revolving credit facility		$ 1,250,000,000	$ 1,750,000,000	$ 1,425,000,000
Line of Credit Maturity			Jul. 13, 2014	Feb. 01, 2012
500.0 million ability to increase	500,000,000
Increase to Line of Credit	500,000,000
Advances under credit facility, rate plus spread			1.15%
Line of Credit Facility, Commitment Fee Percentage			0.20%
Remaining borrowing capacity	1,710,000,000
Amount restricted/dedicated to support letters of credit	30,200,000
Line of Credit Facility, Amount Outstanding	$ 7,000,000
Weighted Average Interest Rate Revolving Credit Facility			1.34%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Investment in real estate
Land	$ 4,609,337	$ 4,367,816
Depreciable property	15,943,139	15,554,740
Projects under development	194,254	160,190
Land held for development	404,846	325,200
Investment in real estate	21,151,576	20,407,946
Accumulated depreciation	(4,880,808)	(4,539,583)
Investment in real estate, net	16,270,768	15,868,363
Cash and cash equivalents	45,623	383,921
Investments in unconsolidated entities	17,906	12,327
Deposits - restricted	120,440	152,237
Escrow deposits - mortgage	10,462	10,692
Deferred financing costs, net	38,823	44,608
Other assets	164,523	187,155
Total assets	16,668,545	16,659,303
Liabilities:
Mortgage notes payable	3,948,115	4,111,487
Notes, net	5,354,038	5,609,574
Lines of credit	7,000	0
Accounts payable and accrued expenses	105,602	35,206
Accrued interest payable	78,869	88,121
Other liabilities	370,046	291,289
Security deposits	68,758	65,286
Distributions payable	108,048	179,079
Total liabilities	10,040,476	10,380,042
Commitments and contingencies
Redeemable Noncontrolling Interests - Operating Partnership	414,219	416,404
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2012 and 1,600,000 shares issued and outstanding as of December 31, 2011	50,000	200,000
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 302,674,716 shares issued and outstanding as of June 30, 2012 and 297,508,185 shares issued and outstanding as of December 31, 2011	3,027	2,975
Paid in capital	5,364,802	5,047,186
Retained earnings	770,697	615,572
Accumulated other comprehensive (loss)	(197,754)	(196,718)
Total shareholders' equity	5,990,772	5,669,015
Noncontrolling Interests:
Operating Partnership	147,650	119,536
Noncontrolling Interests - Partially Owned Properties	75,428	74,306
Total Noncontrolling Interests	223,078	193,842
Total equity	6,213,850	5,862,857
Total liabilities and equity	$ 16,668,545	$ 16,659,303

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Real Estate Real Estate Values (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Land	$ 4,609,337	$ 4,367,816
Property, Plant and Equipment, Gross [Abstract]
Investment Building and Building Improvements	14,580,915	14,262,616
Fixtures and Equipment, Gross	1,362,224	1,292,124
Projects under development	194,254	160,190
Land held for development	404,846	325,200
Investment in real estate	21,151,576	20,407,946
Real Estate Investment Property, Accumulated Depreciation	(4,880,808)	(4,539,583)
Investment in real estate, net	16,270,768	15,868,363
Projects under development [Member]
Property, Plant and Equipment, Gross [Abstract]
Land Under Development	76,250	75,646
Projects under development	118,004	84,544
Land held for development [Member]
Property, Plant and Equipment, Gross [Abstract]
Projects under development	54,744	26,104
Land held for development	$ 350,102	$ 299,096

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CONSOLIDATED STATEMENTS OF OPERATIONS OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
REVENUES
Rental income	$ 553,092	$ 490,944	$ 1,602,635	$ 1,417,136
Fee and asset management	3,052	2,928	7,328	6,682
Total revenues	556,144	493,872	1,609,963	1,423,818
EXPENSES
Property and maintenance	110,679	101,712	325,071	300,362
Real estate taxes and insurance	64,235	57,109	182,222	162,430
Property management	18,493	19,175	62,769	62,191
Fee and asset management	1,108	1,250	3,595	3,207
Depreciation	167,406	159,691	509,338	467,416
General and administrative	10,096	10,121	37,178	32,462
Total expenses	372,017	349,058	1,120,173	1,028,068
Operating income	184,127	144,814	489,790	395,750
Interest and other income	70,087	5,313	70,516	6,598
Other expenses	(4,094)	(2,528)	(20,678)	(9,318)
Interest:
Expense incurred, net	(113,876)	(112,449)	(347,452)	(350,957)
Amortization of deferred financing costs	(3,338)	(4,650)	(10,319)	(11,900)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations	132,906	30,500	181,857	30,173
Income and other tax (expense) benefit	(222)	(283)	(627)	(669)
(Loss) from investments in unconsolidated entities	(3)	0	(3)	0
Gain Loss On Sale Of Land Parcels	0	0	0	4,217
Income from continuing operations	132,681	30,217	181,227	33,721
Discontinued operations, net	103,642	82,760	315,578	794,075
Net income	236,323	112,977	496,805	827,796
Net (income) attributable to Noncontrolling Interests - Partially Owned Properties	312	(387)	(457)	(418)
Net income attributable to controlling interests	226,139	107,848	474,702	791,103
ALLOCATION OF NET INCOME:
Redemption Premium	5,150	0	5,150	0
Earnings per Unit - basic:
Income (loss) from continuing operations available to Units	$ 0.397	$ 0.085	$ 0.529	$ 0.074
Net income available to Units	$ 0.725	$ 0.353	$ 1.534	$ 2.651
Weighted average Units outstanding	315,513	308,884	313,932	307,705
Earnings per Unit - diluted:
Income (loss) from continuing operations available to Units	$ 0.394	$ 0.084	$ 0.524	$ 0.073
Net income available to Units	$ 0.719	$ 0.349	$ 1.519	$ 2.619
Weighted average Units outstanding	318,773	312,844	317,265	311,908
OPERATING PARTNERSHIP
REVENUES
Rental income	553,092	490,944	1,602,635	1,417,136
Fee and asset management	3,052	2,928	7,328	6,682
Total revenues	556,144	493,872	1,609,963	1,423,818
EXPENSES
Property and maintenance	110,679	101,712	325,071	300,362
Real estate taxes and insurance	64,235	57,109	182,222	162,430
Property management	18,493	19,175	62,769	62,191
Fee and asset management	1,108	1,250	3,595	3,207
Depreciation	167,406	159,691	509,338	467,416
General and administrative	10,096	10,121	37,178	32,462
Total expenses	372,017	349,058	1,120,173	1,028,068
Operating income	184,127	144,814	489,790	395,750
Interest and other income	70,087	5,313	70,516	6,598
Other expenses	(4,094)	(2,528)	(20,678)	(9,318)
Interest:
Expense incurred, net	(113,876)	(112,449)	(347,452)	(350,957)
Amortization of deferred financing costs	(3,338)	(4,650)	(10,319)	(11,900)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations	132,906	30,500	181,857	30,173
Income and other tax (expense) benefit	(222)	(283)	(627)	(669)
(Loss) from investments in unconsolidated entities	(3)	0	(3)	0
Gain Loss On Sale Of Land Parcels	0	0	0	4,217
Income from continuing operations	132,681	30,217	181,227	33,721
Discontinued operations, net	103,642	82,760	315,578	794,075
Net income	236,323	112,977	496,805	827,796
Net (income) attributable to Noncontrolling Interests - Partially Owned Properties	312	(387)	(457)	(418)
Net income attributable to controlling interests	236,635	112,590	496,348	827,378
ALLOCATION OF NET INCOME:
Preference Units	2,386	3,466	9,319	10,399
General Partner	218,603	104,382	460,233	780,704
Limited Partners	10,496	4,742	21,646	36,275
Net income available to Units	$ 229,099	$ 109,124	$ 481,879	$ 816,979
Earnings per Unit - basic:
Income (loss) from continuing operations available to Units	$ 0.400	$ 0.090	$ 0.530	$ 0.070
Net income available to Units	$ 0.730	$ 0.350	$ 1.530	$ 2.650
Weighted average Units outstanding	315,513	308,884	313,932	307,705
Earnings per Unit - diluted:
Income (loss) from continuing operations available to Units	$ 0.390	$ 0.080	$ 0.520	$ 0.070
Net income available to Units	$ 0.720	$ 0.350	$ 1.520	$ 2.620
Weighted average Units outstanding	318,773	312,844	317,265	311,908
Distributions declared per Unit outstanding	$ 0.3375	$ 0.3375	$ 1.0125	$ 1.0125

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Earnings Per Share (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Aug. 18, 2011	Aug. 23, 2006
Numerator for net income per share - basic and diluted
Income from continuing operations	$ 132,681,000	$ 30,217,000	$ 181,227,000	$ 33,721,000
Income (Loss) Attributable to Noncontrolling Interest	(5,750,000)	(1,142,000)	(7,477,000)	(1,018,000)
Partially Owned Properties	312,000	(387,000)	(457,000)	(418,000)
Preferred distributions	(2,386,000)	(3,466,000)	(9,319,000)	(10,399,000)
Redemption Premium	(5,150,000)	0	(5,150,000)	0
Income (Loss) from Continuing Operations Attributable to Parent	119,707,000	25,222,000	158,824,000	21,886,000
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	98,896,000	79,160,000	301,409,000	758,818,000
Numerator for net income per share - basic and diluted	218,603,000	104,382,000	460,233,000	780,704,000
Income From Continuing Operations Available To Common Shares	125,457,000	26,364,000	166,301,000	22,904,000
Discontinued operations, net	103,642,000	82,760,000	315,578,000	794,075,000
Net income per share - diluted	229,099,000	109,124,000	481,879,000	816,979,000
Weighted Average Number of Shares Outstanding, Basic	301,336	295,831	300,116	294,474
Dilutive Op Units	14,177	13,053	13,816	13,231
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options	3,260	3,960	3,333	4,203
Weighted average Common Shares outstanding	318,773	312,844	317,265	311,908
Net income per share - basic:
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.397	$ 0.085	$ 0.529	$ 0.074
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share	$ 0.328	$ 0.268	$ 1.005	$ 2.577
Net income available to Common Shares	$ 0.725	$ 0.353	$ 1.534	$ 2.651
Net income per share - diluted:
Income (loss) from continuing operations available to Common Shares	$ 0.394	$ 0.084	$ 0.524	$ 0.073
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share	$ 0.325	$ 0.265	$ 0.995	$ 2.546
Net income available to Common Shares	$ 0.719	$ 0.349	$ 1.519	$ 2.619
Earnings Per Share (Textuals) [Abstract]
Convertible Notes, outstanding					482,500,000	650,000,000
Dividend preference units	(2,386,000)	(3,466,000)	(9,319,000)	(10,399,000)
Income Loss From Continuing Operations Available To Units	125,457,000	26,364,000	166,301,000	22,904,000
Net Income loss available to Op unitholders basic diluted numerator	229,099,000	109,124,000	481,879,000	816,979,000
Weighted Average Limited Partnership and General Partnership Units Outstanding, Basic	315,513	308,884	313,932	307,705
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options	3,260	3,960	3,333	4,203
Weighted Average Number Of Limited Partnership And General Partnership Unit Outstanding Diluted	318,773	312,844	317,265	311,908
OPERATING PARTNERSHIP
Numerator for net income per share - basic and diluted
Income from continuing operations	132,681,000	30,217,000	181,227,000	33,721,000
Partially Owned Properties	312,000	(387,000)	(457,000)	(418,000)
Discontinued operations, net	$ 103,642,000	$ 82,760,000	$ 315,578,000	$ 794,075,000
Net income per share - basic:
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.400	$ 0.090	$ 0.530	$ 0.070
Net income available to Common Shares	$ 0.730	$ 0.350	$ 1.530	$ 2.650
Net income per share - diluted:
Income (loss) from continuing operations available to Common Shares	$ 0.390	$ 0.080	$ 0.520	$ 0.070
Net income available to Common Shares	$ 0.720	$ 0.350	$ 1.520	$ 2.620
Earnings Per Share (Textuals) [Abstract]
Weighted Average Limited Partnership and General Partnership Units Outstanding, Basic	315,513	308,884	313,932	307,705
Weighted Average Number Of Limited Partnership And General Partnership Unit Outstanding Diluted	318,773	312,844	317,265	311,908
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic	$ 0.725	$ 0.353	$ 1.534	$ 2.651
Net Income Loss Per Outstanding Limited Partnership And General Partnership Units Diluted	$ 0.719	$ 0.349	$ 1.519	$ 2.619
Income Losses From Continuing Operations Per Outstanding Limited Partnership And General Partnership Unit Basic	$ 0.397	$ 0.085	$ 0.529	$ 0.074
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership and General Partnership Unit, Basic	$ 0.328	$ 0.268	$ 1.005	$ 2.577
Income Loss From Continuing Operations Per Outstanding Limited Partnership And General Partnership Units Diluted	$ 0.394	$ 0.084	$ 0.524	$ 0.073
Income Loss From Discontinued Operations Net Of Tax Per Outstanding Limited Partnership And General Partnership nit Diluted	$ 0.325	$ 0.265	$ 0.995	$ 2.546

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Line Items]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

Th

Operating Partnership [Member]

Earnings Per Share [Line Items]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Numerator for net income per Unit – basic and diluted:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Allocation to Preference Units	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Allocation to premium on redemption of Preference Units	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Units	166,301			22,904			125,457			26,364
Discontinued operations, net	315,578			794,075			103,642			82,760
Numerator for net income per Unit – basic and diluted	$	481,879		$	816,979		$	229,099		$	109,124
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit - basic	313,932			307,705			315,513			308,884
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company's long-term compensation shares/units	3,333			4,203			3,260			3,960
Denominator for net income per Unit – diluted	317,265			311,908			318,773			312,844
Net income per Unit – basic	$	1.53		$	2.65		$	0.73		$	0.35
Net income per Unit – diluted	$	1.52		$	2.62		$	0.72		$	0.35
Net income per Unit – basic:
Income from continuing operations available to Units	$	0.529		$	0.074		$	0.397		$	0.085
Discontinued operations, net	1.005			2.577			0.328			0.268
Net income per Unit – basic	$	1.534		$	2.651		$	0.725		$	0.353
Net income per Unit – diluted:
Income from continuing operations available to Units	$	0.524		$	0.073		$	0.394		$	0.084
Discontinued operations, net	0.995			2.546			0.325			0.265
Net income per Unit – diluted	$	1.519		$	2.619		$	0.719		$	0.349

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Earnings Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share And Earnings Per Unit [Text Block]

Earning Per Share and Earnings Per Unit

Equity Residential

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

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Numerator for net income per share – basic:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Allocation to Noncontrolling Interests – Operating Partnership, net	(7,477		)	(1,018		)	(5,750		)	(1,142		)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Preferred distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Common Shares, net of Noncontrolling Interests	158,824			21,886			119,707			25,222
Discontinued operations, net of Noncontrolling Interests	301,409			758,818			98,896			79,160
Numerator for net income per share – basic	$	460,233		$	780,704		$	218,603		$	104,382
Numerator for net income per share – diluted:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Preferred distributions	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Premium on redemption of Preferred Shares	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Common Shares	166,301			22,904			125,457			26,364
Discontinued operations, net	315,578			794,075			103,642			82,760
Numerator for net income per share – diluted	$	481,879		$	816,979		$	229,099		$	109,124
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic	300,116			294,474			301,336			295,831
Effect of dilutive securities:
OP Units	13,816			13,231			14,177			13,053
Long-term compensation shares/units	3,333			4,203			3,260			3,960
Denominator for net income per share – diluted	317,265			311,908			318,773			312,844
Net income per share – basic	$	1.53		$	2.65		$	0.73		$	0.35
Net income per share – diluted	$	1.52		$	2.62		$	0.72		$	0.35
Net income per share – basic:
Income from continuing operations available to Common Shares, net of Noncontrolling Interests	$	0.529		$	0.074		$	0.397		$	0.085
Discontinued operations, net of Noncontrolling Interests	1.005			2.577			0.328			0.268
Net income per share – basic	$	1.534		$	2.651		$	0.725		$	0.353
Net income per share – diluted:
Income from continuing operations available to Common Shares	$	0.524		$	0.073		$	0.394		$	0.084
Discontinued operations, net	0.995			2.546			0.325			0.265
Net income per share – diluted	$	1.519		$	2.619		$	0.719		$	0.349

The effect of the Common Shares that could ultimately be issued upon the conversion/exchange of the Company’s $650.0 million exchangeable senior notes ($482.5 million outstanding were redeemed on August 18, 2011) was not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

ERP Operating Limited Partnership

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

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
Numerator for net income per Unit – basic and diluted:
Income from continuing operations	$	181,227		$	33,721		$	132,681		$	30,217
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties	(457		)	(418		)	312			(387		)
Allocation to Preference Units	(9,319		)	(10,399		)	(2,386		)	(3,466		)
Allocation to premium on redemption of Preference Units	(5,150		)	—			(5,150		)	—
Income from continuing operations available to Units	166,301			22,904			125,457			26,364
Discontinued operations, net	315,578			794,075			103,642			82,760
Numerator for net income per Unit – basic and diluted	$	481,879		$	816,979		$	229,099		$	109,124
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit - basic	313,932			307,705			315,513			308,884
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company's long-term compensation shares/units	3,333			4,203			3,260			3,960
Denominator for net income per Unit – diluted	317,265			311,908			318,773			312,844
Net income per Unit – basic	$	1.53		$	2.65		$	0.73		$	0.35
Net income per Unit – diluted	$	1.52		$	2.62		$	0.72		$	0.35
Net income per Unit – basic:
Income from continuing operations available to Units	$	0.529		$	0.074		$	0.397		$	0.085
Discontinued operations, net	1.005			2.577			0.328			0.268
Net income per Unit – basic	$	1.534		$	2.651		$	0.725		$	0.353
Net income per Unit – diluted:
Income from continuing operations available to Units	$	0.524		$	0.073		$	0.394		$	0.084
Discontinued operations, net	0.995			2.546			0.325			0.265
Net income per Unit – diluted	$	1.519		$	2.619		$	0.719		$	0.349

The effect of the Common Shares/OP Units that could ultimately be issued upon the conversion/exchange of the Company’s $650.0 million exchangeable senior notes ($482.5 million outstanding were redeemed on August 18, 2011) was not included in the computation of diluted earnings per Unit because the effects would be anti-dilutive.

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2012

Discontinued Operations and Disposal Groups [Abstract]

Components of discontinued operations

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
REVENUES
Rental income	$	27,764		$	140,541		$	4,014		$	21,850
Total revenues	27,764			140,541			4,014			21,850
EXPENSES (1)
Property and maintenance	8,420			60,583			1,611			7,125
Real estate taxes and insurance	2,010			10,995			309			2,125
Property management	211			198			70			66
Depreciation	7,602			28,967			1,428			5,762
General and administrative	71			49			31			2
Total expenses	18,314			100,792			3,449			15,080
Discontinued operating income	9,450			39,749			565			6,770
Interest and other income	79			150			34			46
Interest (2):
Expense incurred, net	(1,381		)	(4,086		)	(341		)	(942		)
Amortization of deferred financing costs	(65		)	(869		)	(9		)	(71		)
Income and other tax (expense) benefit	48			31			(1		)	93
Discontinued operations	8,131			34,975			248			5,896
Net gain on sales of discontinued operations	307,447			759,100			103,394			76,864
Discontinued operations, net	$	315,578		$	794,075		$	103,642		$	82,760

(1) Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2) Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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

The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no amounts have been accrued at September 30, 2012. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

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

As of September 30, 2012, the Company has five consolidated projects totaling 1,267 apartment units in various stages of development with commitments to fund of approximately $283.1 million and estimated completion dates ranging through June 30, 2014, as well as other completed development projects that are in various stages of lease up or are stabilized. These five projects under development are being developed solely by the Company.

As of September 30, 2012, the Company has two unconsolidated projects totaling 945 apartment units under development with estimated completion dates ranging through December 31, 2013. The Company currently has no further funding obligations related to these projects. While the Company is the managing member of both of the joint ventures, is responsible for constructing both projects and has given certain construction cost overrun guarantees, all major decisions are made jointly, the large majority of funding is provided by the partner and the partner has significant involvement in and oversight of the ongoing projects. The buy-sell arrangements contain provisions that provide the right, but not the obligation, for the Company to acquire the partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events (including at stabilization) described in the development venture agreements.

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September 30, 2012, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $194.7 million, of which Toll Brothers' noncontrolling interest balance totaled $81.8 million.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net income	$ 236,323	$ 112,977	$ 496,805	$ 827,796
Other comprehensive (loss) - derivative instruments:
Unrealized holding (losses) arising during the period	(3,695)	(105,248)	(12,337)	(130,367)
Losses reclassified into earnings from other comprehensive income	3,704	951	10,907	2,842
Other comprehensive income - other instruments:
Unrealized holding gains arising during the period	312	(182)	394	311
Other comprehensive (loss)	321	(104,479)	(1,036)	(127,214)
Comprehensive income	236,644	8,498	495,769	700,582
Comprehensive (income) attributable to Noncontrolling Interests	(10,184)	(5,129)	(22,103)	(36,693)
Comprehensive income attributable to controlling interests	$ 226,460	$ 3,369	$ 473,666	$ 663,889

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Shareholders' equity:
Preferred Shares of beneficial interest, par value	$ 0.01	$ 0.01
Preferred Shares of beneficial interest, shares authorized	100,000,000	100,000,000
Preferred Shares of beneficial interest, shares issued	1,000,000	1,600,000
Preferred Shares of beneficial interest, shares outstanding	1,000,000	1,600,000
Common Shares of beneficial interest, par value	$ 0.01	$ 0.01
Common Shares of beneficial interest, shares authorized	1,000,000,000	1,000,000,000
Common Shares of beneficial interest, shares issued	302,674,716	297,508,185
Common Shares of beneficial interest, shares outstanding	302,674,716	297,508,185

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Commitments to Acquire/Dispose of Real Estate

9 Months Ended

Sep. 30, 2012

Commitments to Acquire Dispose of Real Estate [Abstract]

Commitments To Acquire Dispose Of Real Estate Text Block

Commitments to Acquire/Dispose of Real Estate

In addition to the land parcel that was subsequently acquired as discussed in Note 14, the Company has entered into separate agreements to acquire the following (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties	2	542	$	192,250
Land Parcels (two)	—	—	57,500
Total	2	542	$	249,750

In addition to the properties that were subsequently disposed of as discussed in Note 14, the Company has entered into separate agreements to dispose of the following (sales price in thousands):

	Properties	Apartment Units	Sales Price
Rental Properties	5	1,578	$	141,450
Total	5	1,578	$	141,450

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

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 25, 2012
Entity Registrant Name	EQUITY RESIDENTIAL
Entity Central Index Key	0000906107
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		302,737,573
OPERATING PARTNERSHIP
Entity Registrant Name	ERP OPERATING LIMITED PARTNERSHIP
Entity Central Index Key	0000931182
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer

XML

Investments in Partially Owned Entities

9 Months Ended

Sep. 30, 2012

Investments in Partially Owned Entities [Abstract]

Investments in Partially Owned Entities

nvestments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of September 30, 2012 (amounts in thousands except for project and apartment unit amounts):

	Consolidated								Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development		Other			Total			Institutional Joint Ventures (5)
Total projects (1)	—		19			19			—
Total apartment units (1)	—		3,475			3,475			—
Balance sheet information at 9/30/12 (at 100%):
ASSETS
Investment in real estate	$	149,888	$	452,473		$	602,361		$	143,996
Accumulated depreciation	—		(155,820		)	(155,820		)	—
Investment in real estate, net	149,888		296,653			446,541			143,996
Cash and cash equivalents	5,475		15,641			21,116			155
Deposits – restricted	43,601		5			43,606			—
Deferred financing costs, net	—		1,055			1,055			6
Other assets	5,811		153			5,964			—
Total assets	$	204,775	$	313,507		$	518,282		$	144,157
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable	$	—	$	200,337		$	200,337		$	50,934
Accounts payable & accrued expenses	222		2,273			2,495			4,995
Accrued interest payable	—		782			782			204
Other liabilities	1,269		1,107			2,376			117
Security deposits	—		1,506			1,506			1
Total liabilities	1,491		206,005			207,496			56,251
Noncontrolling Interests – Partially Owned    Properties	82,776		(7,348		)	75,428			70,428
Company equity/General and Limited Partners'    Capital	120,508		114,850			235,358			17,478
Total equity/capital	203,284		107,502			310,786			87,906
Total liabilities and equity/capital	$	204,775	$	313,507		$	518,282		$	144,157
Debt – Secured (2):
Company/Operating Partnership Ownership (3)	$	—	$	159,068		$	159,068		$	10,187
Noncontrolling Ownership	—		41,269			41,269			40,747
Total (at 100%)	$	—	$	200,337		$	200,337		$	50,934

	Consolidated									Unconsolidated
	Development Projects (VIEs) (4)
	Held for and/or Under Development			Other			Total			Institutional Joint Ventures (5)
Operating information for the nine months ended 9/30/12 (at 100%):
Operating revenue	$	—		$	46,432		$	46,432		$	2
Operating expenses	121			14,789			14,910			112
Net operating (loss) income	(121		)	31,643			31,522			(110		)
Depreciation	—			11,516			11,516			—
General and administrative/other	93			39			132			—
Operating (loss) income	(214		)	20,088			19,874			(110		)
Interest and other income	2			100			102			—
Other expenses	(248		)	—			(248		)	—
Interest:
Expense incurred, net	—			(7,040		)	(7,040		)	—
Amortization of deferred financing costs	—			(125		)	(125		)	—
(Loss) income before income and other taxes	(460		)	13,023			12,563			(110		)
Income and other tax (expense) benefit	(25		)	(75		)	(100		)	—
Net (loss) income	$	(485	)	$	12,948		$	12,463		$	(110	)

(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 Company.

(3) Represents the Company’s/Operating Partnership’s current equity ownership interest.

(4) A development project with a noncontrolling interest balance of $81.8 million is not a VIE.

(5) These development projects (Nexus Sawgrass and Domain) are owned 20% by the Company and 80% by an institutional partner in two separate unconsolidated joint ventures. Total project costs are approximately $232.8 million and construction will be predominantly funded with two separate long-term, non-recourse secured loans from the partner. The Company is responsible for constructing the projects and has given certain construction cost overrun guarantees but currently has no further funding obligations. Nexus Sawgrass has a maximum debt commitment of $47.1 million and a current unconsolidated outstanding balance of $19.1 million; the loan bears interest at 5.60% and matures January 1, 2021. Domain has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $31.8 million; the loan bears interest at 5.75% and matures January 1, 2022.

The Company and its joint venture partner sold two consolidated partially owned properties consisting of 441 apartment units and recognized a net gain on the sales of approximately $21.5 million.

The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $75.4 million at September 30, 2012. The Company has identified certain development partnerships as VIEs as the Company 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 Company 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 Company’s VIEs are restricted in their use to the specific VIE to which they relate and are not available for general corporate use. The Company does not have any unconsolidated VIEs.

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet (not a VIE). Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September 30, 2012, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $194.7 million, of which Toll Brothers' noncontrolling interest balance totaled $81.8 million.

The Company admitted an 80% institutional partner to two separate entities/transactions (one in December 2010 and the other in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These land parcels are now unconsolidated. Total project costs are approximately $232.8 million and construction will be predominantly funded with two separate long-term, non-recourse secured loans from the partner. While the Company is the managing member of both of the joint ventures, is responsible for constructing both of the projects and has given certain construction cost overrun guarantees, all major decisions are made jointly, the large majority of funding is provided by the partner and the partner has significant involvement in and oversight of the ongoing projects, neither of which is a VIE. The Company currently has no further funding obligations related to these projects.

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CONSOLIDATED BALANCE SHEETS OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Investment in real estate
Land	$ 4,609,337	$ 4,367,816
Depreciable property	15,943,139	15,554,740
Projects under development	194,254	160,190
Land held for development	404,846	325,200
Investment in real estate	21,151,576	20,407,946
Accumulated depreciation	(4,880,808)	(4,539,583)
Investment in real estate, net	16,270,768	15,868,363
Cash and cash equivalents	45,623	383,921
Investments in unconsolidated entities	17,906	12,327
Deposits - restricted	120,440	152,237
Escrow deposits - mortgage	10,462	10,692
Deferred financing costs, net	38,823	44,608
Other assets	164,523	187,155
Total assets	16,668,545	16,659,303
Liabilities:
Mortgage notes payable	3,948,115	4,111,487
Notes, net	5,354,038	5,609,574
Lines of credit	7,000	0
Accounts payable and accrued expenses	105,602	35,206
Accrued interest payable	78,869	88,121
Other liabilities	370,046	291,289
Security deposits	68,758	65,286
Distributions payable	108,048	179,079
Total liabilities	10,040,476	10,380,042
Commitments and contingencies
Partners’ Capital:
Accumulated other comprehensive (loss)	(197,754)	(196,718)
Noncontrolling Interests - Partially Owned Properties	75,428	74,306
Total liabilities and equity	16,668,545	16,659,303
OPERATING PARTNERSHIP
Investment in real estate
Land	4,609,337	4,367,816
Depreciable property	15,943,139	15,554,740
Projects under development	194,254	160,190
Land held for development	404,846	325,200
Investment in real estate	21,151,576	20,407,946
Accumulated depreciation	(4,880,808)	(4,539,583)
Investment in real estate, net	16,270,768	15,868,363
Cash and cash equivalents	45,623	383,921
Investments in unconsolidated entities	17,906	12,327
Deposits - restricted	120,440	152,237
Escrow deposits - mortgage	10,462	10,692
Deferred financing costs, net	38,823	44,608
Other assets	164,523	187,155
Total assets	16,668,545	16,659,303
Liabilities:
Mortgage notes payable	3,948,115	4,111,487
Notes, net	5,354,038	5,609,574
Lines of credit	7,000	0
Accounts payable and accrued expenses	105,602	35,206
Accrued interest payable	78,869	88,121
Other liabilities	370,046	291,289
Security deposits	68,758	65,286
Distributions payable	108,048	179,079
Total liabilities	10,040,476	10,380,042
Commitments and contingencies
Redeemable Limited Partners	414,219	416,404
Partners’ Capital:
Preference Units	50,000	200,000
General Partner	6,138,526	5,665,733
Limited Partners	147,650	119,536
Accumulated other comprehensive (loss)	(197,754)	(196,718)
Total partners’ capital	6,138,422	5,788,551
Noncontrolling Interests - Partially Owned Properties	75,428	74,306
Total capital	6,213,850	5,862,857
Total liabilities and equity	$ 16,668,545	$ 16,659,303

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CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	Total	PREFERRED SHARES	General Partner [Member]	Limited Partner [Member]	ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	Partially Owned Properties [Member]
Balance, beginning of year - Noncontrolling Interest at Dec. 31, 2011						$ 74,306
Balance, beginning of year at Dec. 31, 2011		200,000	5,665,733	119,536	(196,718)
Redemption of Preferred Shares Preference Units	(150,000)	(150,000)
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner			8,560	(8,560)
Issuance of OP Units			192,296
Exercise of EQR share options			46,781
EQR's Employee Share Purchase Plan (ESPP)			4,944
Share-based employee compensation expense:
EQR restricted shares			6,999
EQR share options			9,854
EQR ESPP discount			884
Offering costs			(2,860)
Premium on Redemption of Preferred Shares Preference Units Original Issuance	5,129		5,129
Net income available to Units - General Partner			460,233
OP Units - General Partner distributions			(305,108)
Supplemental Executive Retirement Plan (SERP)			(407)
Acquisition Noncontrolling Interests Partially Owned Properties			1,219			(1,306)
Change in market value of Redeemable Limited Partners			8,866
Adjustment for Limited Partners ownership in Operating Partnership			35,403	(35,403)
Issuance Of OP Units To Noncontrolling Interests	66,606			66,606
Issuance of LTIP Units to Noncontrolling Interests				5
Equity compensation associated with Units - Limited Partners				4,759
Net income available to Units - Limited Partners				21,646
Units - Limited Partners distributions				(14,258)
Change in carrying value of Redeemable Limited Partners				(6,681)
Accumulated other comprehensive (loss) income - derivative instruments:
Unrealized holding (losses) arising during the period	(12,337)				(12,337)
Losses reclassified into earnings from other comprehensive income	10,907				10,907
Accumulated other comprehensive income (loss) - other instruments:
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	394				394
Net Income (Loss) Attributable to Noncontrolling Interest						457
Contributions by Noncontrolling Interests						5,992
Distributions to Noncontrolling Interests						(4,775)
Stockholders' Equity, Other						754
Balance, end of period - Noncontrolling Interest at Sep. 30, 2012						75,428
Balance, end of period at Sep. 30, 2012		$ 50,000	$ 6,138,526	$ 147,650	$ (197,754)

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	PREFERRED SHARES	COMMON SHARES, $0.01 PAR VALUE	PAID IN CAPITAL	RETAINED EARNINGS	ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	OPERATING PARTNERSHIP	Partially Owned Properties [Member]
Beginning Balance, Noncontrolling Interest at Dec. 31, 2011	$ 193,842						$ 119,536	$ 74,306
Beginning Balance, Parent at Dec. 31, 2011	5,669,015	200,000	2,975	5,047,186	615,572	(196,718)
Redemption of Preferred Shares Preference Units	(150,000)
Stock Repurchased And Retired	0
Common Share Issuance:
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner			3	8,557			(8,560)
Issuance of Common Shares	192,300		32	192,264
Exercise of share options			15	46,766
Employee Share Purchase Plan (ESPP)			1	4,943
Share-based employee compensation expense:
Restricted shares			1	6,998
Share options				9,854
ESPP discount				884
Offering costs				(2,860)
Acquisition Noncontrolling Interests Partially Owned Properties				1,219				(1,306)
Supplemental Executive Retirement Plan (SERP)				(407)
Change in market value	(8,866)			8,866
Adjustment for Noncontrolling Interests ownership in Operating Partnership				35,403			(35,403)
Net income attributable to controlling interests	474,702				474,702
Common Share distributions					(305,108)
Preferred Share distributions					(9,319)
Accumulated other comprehensive (loss) income - derivative instruments:
Unrealized holding (losses) arising during the period	(12,337)					(12,337)
Losses reclassified into earnings from other comprehensive income	10,907					10,907
Accumulated other comprehensive income (loss) - other instruments:
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	394					394
Issuance Of OP Units To Noncontrolling Interests	66,606
Issuance of LTIP Units to Noncontrolling Interests							5
Equity Compensation associated with Noncontrolling Interests							4,759
Net Income (Loss) Attributable to Noncontrolling Interest							21,646	457
Distributions to Noncontrolling Interests							(14,258)	(4,775)
Change in carrying value	6,681						(6,681)
Contributions by Noncontrolling Interests								5,992
Premium on Redemption of Preferred Shares Cash	(21)				(21)
Premium on Redemption of Preferred Shares Preference Units Original Issuance	(5,129)				(5,129)
Stockholders' Equity, Other								754
Ending Balance, Noncontrolling Interest at Sep. 30, 2012	223,078						147,650	75,428
Ending Balance, Parent at Sep. 30, 2012	$ 5,990,772	$ 50,000	$ 3,027	$ 5,364,802	$ 770,697	$ (197,754)

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Discontinued Operations

9 Months Ended

Sep. 30, 2012

Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]

Discontinued Operations

Discontinued Operations

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of and all properties held for sale, if any.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets during the nine months and quarters ended September 30, 2012 and 2011 (amounts in thousands).

	Nine Months Ended September 30,						Quarter Ended September 30,
	2012			2011			2012			2011
REVENUES
Rental income	$	27,764		$	140,541		$	4,014		$	21,850
Total revenues	27,764			140,541			4,014			21,850
EXPENSES (1)
Property and maintenance	8,420			60,583			1,611			7,125
Real estate taxes and insurance	2,010			10,995			309			2,125
Property management	211			198			70			66
Depreciation	7,602			28,967			1,428			5,762
General and administrative	71			49			31			2
Total expenses	18,314			100,792			3,449			15,080
Discontinued operating income	9,450			39,749			565			6,770
Interest and other income	79			150			34			46
Interest (2):
Expense incurred, net	(1,381		)	(4,086		)	(341		)	(942		)
Amortization of deferred financing costs	(65		)	(869		)	(9		)	(71		)
Income and other tax (expense) benefit	48			31			(1		)	93
Discontinued operations	8,131			34,975			248			5,896
Net gain on sales of discontinued operations	307,447			759,100			103,394			76,864
Discontinued operations, net	$	315,578		$	794,075		$	103,642		$	82,760

(1) Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2) Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

For the properties sold during the nine months ended September 30, 2012, the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 2011 were $308.2 million and $36.6 million, respectively.

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Deposits - Restricted

9 Months Ended

Sep. 30, 2012

Deposits - Restricted [Abstract]

Restricted Cash And Cash Equivalents Disclosure [Text Block]

Deposits – Restricted

The following table presents the Company’s restricted deposits as of September 30, 2012 and December 31, 2011 (amounts in thousands):

	September 30, 2012		December 31, 2011
Tax–deferred (1031) exchange proceeds	$	17,555	$	53,668
Earnest money on pending acquisitions	12,087		7,882
Restricted deposits on debt	—		2,370
Restricted deposits on real estate investments	44,201		43,970
Resident security and utility deposits	42,495		40,403
Other	4,102		3,944
Totals	$	120,440	$	152,237

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Equity, Capital and Other Interests

9 Months Ended

Sep. 30, 2012

Equity, Capital and other Interests [Abstract]

Equity Capital And Other Interests [Text Block]

Equity, Capital and Other Interests

Equity and Redeemable Noncontrolling Interests of Equity Residential

The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and Long-Term Incentive Plan (“LTIP”) Units) for the nine months ended September 30, 2012:

	2012
Common Shares
Common Shares outstanding at January 1,	297,508,185
Common Shares Issued:
Conversion of OP Units	244,785
Issuance of Common Shares	3,173,919
Exercise of share options	1,517,880
Employee Share Purchase Plan (ESPP)	100,222
Restricted share grants, net	129,725
Common Shares outstanding at September 30,	302,674,716
Units
Units outstanding at January 1,	13,492,543
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
Conversion of OP Units to Common Shares	(244,785	)
Units outstanding at September 30,	14,399,790
Total Common Shares and Units outstanding at September 30,	317,074,506
Units Ownership Interest in Operating Partnership	4.5	%

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

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

The Noncontrolling Interests – Operating Partnership Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership”. Instruments that require settlement in registered shares 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 Noncontrolling Interests – Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are classified in permanent equity at September 30, 2012 and December 31, 2011.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership Units in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of September 30, 2012, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $414.2 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Noncontrolling Interests – Operating Partnership Units.

The following table presents the change in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the nine months ended September 30, 2012 (amounts in thousands):

	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

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

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

The following table presents the Company’s issued and outstanding Preferred Shares as of September 30, 2012 and December 31, 2011:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		September 30, 2012		December 31, 2011
Preferred Shares of beneficial interest, $0.01 par value;   100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred; liquidation   value $50 per share; 1,000,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preferred; liquidation   value $250 per share; 0 and 600,000 shares issued and outstanding   at September 30, 2012 and December 31, 2011, respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preferred shares (Series K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on all series of Preferred Shares are payable quarterly at various pay dates. The dividend listed for Series N is a Preferred Share rate and the equivalent Depositary Share annual dividend is $1.62 per share.

(3) The Series N Preferred Shares had a corresponding depositary share that consisted of ten times the number of shares and one-tenth the liquidation value and dividend per share.

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

Capital and Redeemable Limited Partners of ERP Operating Limited Partnership

The following tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the nine months ended September 30, 2012:

	2012
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	311,000,728
Issued to General Partner:
Issuance of OP Units	3,173,919
Exercise of EQR share options	1,517,880
EQR’s Employee Share Purchase Plan (ESPP)	100,222
EQR's restricted share grants, net	129,725
Issued to Limited Partners:
LTIP Units, net	70,235
OP Units issued through acquisitions	1,081,797
General and Limited Partner Units outstanding at September 30,	317,074,506
Limited Partner Units
Limited Partner Units outstanding at January 1,	13,492,543
Limited Partner LTIP Units, net	70,235
Limited Partner OP Units issued through acquisitions	1,081,797
Conversion of Limited Partner OP Units to EQR Common Shares	(244,785	)
Limited Partner Units outstanding at September 30,	14,399,790
Limited Partner Units Ownership Interest in Operating Partnership	4.5	%

The Limited Partners of the Operating Partnership as of September 30, 2012 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 Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period.

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

The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares 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 Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at September 30, 2012 and December 31, 2011.

The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of September 30, 2012, the Redeemable Limited Partner Units have a redemption value of approximately $414.2 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Limited Partner Units.

The following table presents the change in the redemption value of the Redeemable Limited Partners for the nine months ended September 30, 2012 (amounts in thousands):

	2012
Balance at January 1,	$	416,404
Change in market value	(8,866		)
Change in carrying value	6,681
Balance at September 30,	$	414,219

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

The following table presents the Operating Partnership’s issued and outstanding “Preference Units” as of September 30, 2012 and December 31, 2011:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		September 30, 2012		December 31, 2011
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at September 30, 2012 and December 31, 2011	12/10/26		$4.145	$	50,000	$	50,000
6.48% Series N Cumulative Redeemable Preference Units;   liquidation value $250 per unit; 0 and 600,000 units issued and   outstanding at September 30, 2012 and December 31, 2011,   respectively (3)(4)	06/19/08		$16.20	—		150,000
				$	50,000	$	200,000

(1) On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company 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 had a corresponding depositary unit that consisted of ten times the number of units and one-tenth the liquidation value and dividend per unit.

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

Other

In September 2009, the Company announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell up to 17.0 million Common Shares from time to time over the next three years (later increased by 5.7 million Common Shares and extended to February 2014) into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). During the nine months ended September 30, 2012, EQR issued approximately 3.2 million Common Shares at an average price of $60.59 per share for total consideration of approximately $192.3 million through the ATM program. Concurrent with these transactions, ERPOP issued approximately 3.2 million OP Units to EQR. EQR has 6.0 million Common Shares remaining available for issuance under the ATM program as of September 30, 2012.

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 September 30, 2012. No shares were repurchased during the nine months ended September 30, 2012.

On April 18, 2012, the Operating Partnership issued 1,081,797 OP Units having a value of $66.6 million (based on the closing price for Common Shares of $61.57 on such date) as partial consideration for the acquisition of one rental property.

During the nine months ended September 30, 2012, the Company acquired all of its partner's interest in one consolidated partially owned land parcel for no cash consideration. In conjunction with this transaction, the Company increased paid in capital (included in general partner's capital in the Operating Partnership's financial statements) by $1.2 million (net of $0.1 million of transaction costs) and reduced Noncontrolling Interests – Partially Owned Properties by $1.3 million.

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Discontinued Operations (Details) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011		Dec. 31, 2011
REVENUES
Disposal Group Including Discontinued Operation Rental Revenue	$ 4,014,000		$ 21,850,000		$ 27,764,000		$ 140,541,000
Disposal Group, Including Discontinued Operation, Revenue	4,014,000		21,850,000		27,764,000		140,541,000
EXPENSES
Disposal Group Including Discontinued Operation Property And Maintenance	1,611,000	[1]	7,125,000	[1]	8,420,000	[1]	60,583,000	[1]
Disposal Group Including Discontinued Operation Real Estate Taxes And Insurance	309,000	[1]	2,125,000	[1]	2,010,000	[1]	10,995,000	[1]
Disposal Group Including Discontinued Operations Property Management	70,000		66,000		211,000		198,000
Disposal Group Including Discontinued Operation Depreciation	1,428,000	[1]	5,762,000	[1]	7,602,000	[1]	28,967,000	[1]
Disposal Group Including Discontinued Operation General And Administrative	31,000	[1]	2,000	[1]	71,000	[1]	49,000	[1]
Disposal Group, Including Discontinued Operation, Operating Expense	3,449,000	[1]	15,080,000	[1]	18,314,000	[1]	100,792,000	[1]
Disposal Group, Including Discontinued Operation, Operating Income (Loss)	565,000		6,770,000		9,450,000		39,749,000
Disposal Group Including Discontinued Operation Interest And Other Income	34,000		46,000		79,000		150,000
Interest (2)
Expense Incurred, Net	(341,000)	[2]	(942,000)	[2]	(1,381,000)	[2]	(4,086,000)	[2]
Disposal Group Including Discontinued Operation Amortization Of Deferred Financing Costs	(9,000)	[2]	(71,000)	[2]	(65,000)	[2]	(869,000)	[2]
Discontinued Operation, Tax Effect of Discontinued Operation	(1,000)		93,000		48,000		31,000
Income Loss From Discontinued Operations	248,000		5,896,000		8,131,000		34,975,000
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	103,394,000		76,864,000		307,447,000		759,100,000
Discontinued operations, net	103,642,000		82,760,000		315,578,000		794,075,000
Disposal Group, Including Discontinued Operation, Property, Plant, and Equipment, Net									308,200,000
Disposal Group Including Discontinued Operation Mortgage Notes Payable									$ 36,600,000

[1] Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

[2] Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

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Business

9 Months Ended

Sep. 30, 2012

Business [Abstract]

Business

1. Business

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of September 30, 2012 owned an approximate 95.5% 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.

As of September 30, 2012, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 418 properties located in 13 states and the District of Columbia consisting of 118,986 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X 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 nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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

The balance sheets at December 31, 2011 have 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.

For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2011.

Income and Other Taxes

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

Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of September 30, 2012, the Company has recorded a deferred tax asset of approximately $31.7 million, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

The Company is the controlling partner in various consolidated partnerships owning 19 properties and 3,475 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $75.4 million at September 30, 2012. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $6.0 million. These six partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of September 30, 2012, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $33.3 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the six Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on September 30, 2012 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

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 material effect on the Company’s consolidated results of operations or financial position. See Note 9 for further discussion.

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

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Real Estate

9 Months Ended

Sep. 30, 2012

Real Estate [Abstract]

Real Estate Disclosure [Text Block]

Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of September 30, 2012 and December 31, 2011 (amounts in thousands):

	September 30, 2012			December 31, 2011
Land	$	4,609,337		$	4,367,816
Depreciable property:
Buildings and improvements	14,580,915			14,262,616
Furniture, fixtures and equipment	1,362,224			1,292,124
Projects under development:
Land	76,250			75,646
Construction-in-progress	118,004			84,544
Land held for development:
Land	350,102			299,096
Construction-in-progress	54,744			26,104
Investment in real estate	21,151,576			20,407,946
Accumulated depreciation	(4,880,808		)	(4,539,583		)
Investment in real estate, net	$	16,270,768		$	15,868,363

During the nine months ended September 30, 2012, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	9	1,896	$	906,305
Land Parcels (five)	—	—	62,240
Total	9	1,896	$	968,545

During the nine months ended September 30, 2012, the Company disposed of the following to unaffiliated parties (sales price in thousands):

	Properties	Apartment Units	Sales Price
Rental Properties – Consolidated	20	5,337	$	616,904
Total	20	5,337	$	616,904

The Company recognized a net gain on sales of discontinued operations of approximately $307.4 million on the above sales.

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Subsequent Events/Other (Details) (USD $)	1 Months Ended	9 Months Ended		21 Months Ended
	Nov. 01, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Dec. 31, 2011	Mar. 31, 2011
Subsequent Events/Other (Textuals) [Abstract]
Land parcels acquired	1
Value Of Land Parcels Acquired Subsequent	$ 79,000,000
Number of Apartment Properties Sold Subsequent	2
Number of consolidated apartment units sold	542
Subsequent Event Sold Consolidated Property	50,400,000
Repayment of mortgage loans	24,000,000
Repayments of Notes Payable	222,100,000	253,858,000	575,641,000
Debt Instrument, Interest Rate, Stated Percentage	5.50%	6.625%		6.625%
Term Loan Principal Amount		500,000,000		500,000,000
Business Combination, Acquisition Related Costs		8,800,000	5,300,000
Noncash Project Abandonment Costs		6,141,000	4,052,000
Other Expenses		14,900,000	9,300,000
contracted aquisition price					1,325,000,000
contracted acquisition percent					26.50%
Remaining Percentage to be Contracted						26.50%
Remaining Acquisition Cost to be Contracted						1,580,000,000
BreakUpFee		150,000,000
Potential Business Combination Costs		1,900,000		6,300,000
Payments of Merger Related Costs, Financing Activities				2,600,000
Settlement Expense		4,200,000
Proceeds From Royalty Termination			4,500,000
Disposal Group Corporate Housing Business Sale			4,000,000
Seller Provided Financing			2,000,000
Proceeds Received From Seller Provided Finanacing		300,000		500,000
Discontinued Operation Corporate Housing Business Gain Loss On Disposal Of Discontinued Operation Net Of Tax				1,500,000
Estimates of lost revenue and garage reconstruction		22,800,000
Estimates Of Lost Revenue And Garage Reconstruction After Insurance Reimbursements		13,600,000
Initial insurance proceeds		3,500,000
Fees Related to Ownership Interest in Potential Transaction [Member]
Subsequent Events/Other (Textuals) [Abstract]
Potential Business Combination Costs				3,700,000
Lehman Fee [Member]
Subsequent Events/Other (Textuals) [Abstract]
BreakUpFee		70,000,000
BofA and Barclays Fee [Member]
Subsequent Events/Other (Textuals) [Abstract]
BreakUpFee	80,000,000
Term Loan [Member]
Subsequent Events/Other (Textuals) [Abstract]
Debt Instrument, Face Amount	$ 500,000,000

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Derivative and Other Fair Value Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Derivative and Other Fair Value Instruments (Tables) [Abstract]

Derivative Instrument Table

	Fair Value Hedges (1)			Forward Starting Swaps (2)
Current Notional Balance	$	300,000		$	200,000
Lowest Possible Notional	$	300,000		$	200,000
Highest Possible Notional	$	300,000		$	200,000
Lowest Interest Rate	2.009		%	3.478		%
Highest Interest Rate	2.637		%	4.695		%
Earliest Maturity Date	2013			2023
Latest Maturity Date	2013			2023

Schedule of Location and Amount of Financial Instruments on Balanace Sheet

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	9/30/2012		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	3,038	$	—	$	3,038	$	—
Supplemental Executive Retirement Plan	Other Assets	69,369		69,369		—		—
Available-for-Sale Investment Securities	Other Assets	1,944		1,944		—		—
Total		$	74,351	$	71,313	$	3,038	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	44,615	$	—	$	44,615	$	—
Supplemental Executive Retirement Plan	Other Liabilities	69,369		69,369		—		—
Total		$	113,984	$	69,369	$	44,615	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	414,219	$	—	$	414,219	$	—

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2011		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	8,972	$	—	$	8,972	$	—
Supplemental Executive Retirement Plan	Other Assets	71,426		71,426		—		—
Available-for-Sale Investment Securities	Other Assets	1,550		1,550		—		—
Total		$	81,948	$	72,976	$	8,972	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	32,278	$	—	$	32,278	$	—
Supplemental Executive Retirement Plan	Other Liabilities	71,426		71,426		—		—
Total		$	103,704	$	71,426	$	32,278	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	416,404	$	—	$	416,404	$	—

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

September 30, 2012 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(5,934	)	Fixed rate debt	Interest expense	$	5,934
Total		$	(5,934	)			$	5,934

September 30, 2011 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(1,940	)	Fixed rate debt	Interest expense	$	1,940
Total		$	(1,940	)			$	1,940

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

	Effective Portion							Ineffective Portion
September 30, 2012 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(12,337	)	Interest expense	$	(10,907	)	N/A	$	—
Total	$	(12,337	)		$	(10,907	)		$	—

	Effective Portion							Ineffective Portion
September 30, 2011 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(131,689	)	Interest expense	$	(2,842	)	N/A	$	—
Development Interest Rate Swaps/Caps	1,322			Interest expense	—			N/A	—
Total	$	(130,367	)		$	(2,842	)		$	—

Available-for-sale Securities [Table Text Block]

		Other Assets
September 30, 2012 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	1,269	$	—	$	1,944	$	—
Total		$	675	$	1,269	$	—	$	1,944	$	—

		Other Assets
December 31, 2011 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	875	$	—	$	1,550	$	—
Total		$	675	$	875	$	—	$	1,550	$	—

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Debt Mortgage Notes Payable (Details) (USD $)	9 Months Ended					9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Nov. 01, 2012 Term Loan [Member]	Sep. 30, 2012 Credit enhanced debt [Member]	Sep. 30, 2012 Properties Acquired with Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount				$ 500,000,000
Mortgage notes payable	3,948,115,000		4,111,487,000		362,200,000
Proceeds from (Repayments of) Debt	(291,000,000)
Mortgage loans assumed	137,644,000	99,131,000
Acquired Properties	9					2
Prepayment Penalty Charges	300,000
Unamortized Deferred Financing Costs Written Off	$ 1,100,000
Various period of outstanding mortgage indebtedness	September 1, 2048
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.16%
Interest rate range to maximum	11.25%
Weighted Average Mortgage Debt Interest Rate	4.95%

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Derivative and Other Fair Value Instruments

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Derivatives and Fair Value [Text Block]

Derivative and Other Fair Value Instruments

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

The carrying values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $3.9 billion and $5.4 billion, respectively, at September 30, 2012. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $4.3 billion (Level 2) and $6.0 billion (Level 2), respectively, at September 30, 2012. The carrying values of the Company's mortgage notes payable and unsecured notes were approximately $4.1 billion and $5.6 billion, respectively, at December 31, 2011. The fair values of the Company’s mortgage notes payable and unsecured notes were approximately $4.3 billion (Level 2) and $6.0 billion (Level 2), respectively, at December 31, 2011. The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, lines of credit, derivative instruments and investment securities), including cash and cash equivalents and other financial instruments, approximate their carrying or contract values.

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

The following table summarizes the Company’s consolidated derivative instruments at September 30, 2012 (dollar amounts are in thousands):

	Fair Value Hedges (1)			Forward Starting Swaps (2)
Current Notional Balance	$	300,000		$	200,000
Lowest Possible Notional	$	300,000		$	200,000
Highest Possible Notional	$	300,000		$	200,000
Lowest Interest Rate	2.009		%	3.478		%
Highest Interest Rate	2.637		%	4.695		%
Earliest Maturity Date	2013			2023
Latest Maturity Date	2013			2023

(1) Fair Value Hedges – Converts outstanding fixed rate debt to a floating interest rate.

(2) Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations in 2014, and are targeted to 2013 issuances.

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

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

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

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

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

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying Consolidated Balance Sheets at September 30, 2012 and December 31, 2011, respectively (amounts in thousands):

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	9/30/2012		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	3,038	$	—	$	3,038	$	—
Supplemental Executive Retirement Plan	Other Assets	69,369		69,369		—		—
Available-for-Sale Investment Securities	Other Assets	1,944		1,944		—		—
Total		$	74,351	$	71,313	$	3,038	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	44,615	$	—	$	44,615	$	—
Supplemental Executive Retirement Plan	Other Liabilities	69,369		69,369		—		—
Total		$	113,984	$	69,369	$	44,615	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	414,219	$	—	$	414,219	$	—

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2011		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level  3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Fair Value Hedges	Other Assets	$	8,972	$	—	$	8,972	$	—
Supplemental Executive Retirement Plan	Other Assets	71,426		71,426		—		—
Available-for-Sale Investment Securities	Other Assets	1,550		1,550		—		—
Total		$	81,948	$	72,976	$	8,972	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	32,278	$	—	$	32,278	$	—
Supplemental Executive Retirement Plan	Other Liabilities	71,426		71,426		—		—
Total		$	103,704	$	71,426	$	32,278	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	416,404	$	—	$	416,404	$	—

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011, respectively (amounts in thousands):

September 30, 2012 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(5,934	)	Fixed rate debt	Interest expense	$	5,934
Total		$	(5,934	)			$	5,934

September 30, 2011 Type of Fair Value Hedge	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative			Hedged Item	Income Statement Location of Hedged Item Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps	Interest expense	$	(1,940	)	Fixed rate debt	Interest expense	$	1,940
Total		$	(1,940	)			$	1,940

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011, respectively (amounts in thousands):

	Effective Portion							Ineffective Portion
September 30, 2012 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(12,337	)	Interest expense	$	(10,907	)	N/A	$	—
Total	$	(12,337	)		$	(10,907	)		$	—

	Effective Portion							Ineffective Portion
September 30, 2011 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative			Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income			Location of Gain/(Loss) Recognized in Income  on Derivative	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps/Treasury Locks	$	(131,689	)	Interest expense	$	(2,842	)	N/A	$	—
Development Interest Rate Swaps/Caps	1,322			Interest expense	—			N/A	—
Total	$	(130,367	)		$	(2,842	)		$	—

As of September 30, 2012 and December 31, 2011, there were approximately $199.0 million and $197.6 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at September 30, 2012, the Company may recognize an estimated $19.1 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending September 30, 2013.

The following tables set forth the maturity, amortized cost, gross unrealized gains and losses, book/fair value and interest and other income of the various investment securities held as of September 30, 2012 and December 31, 2011, respectively (amounts in thousands):

		Other Assets
September 30, 2012 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	1,269	$	—	$	1,944	$	—
Total		$	675	$	1,269	$	—	$	1,944	$	—

		Other Assets
December 31, 2011 Security	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Book/ Fair Value		Interest and Other Income
Available-for-Sale Investment Securities	N/A	$	675	$	875	$	—	$	1,550	$	—
Total		$	675	$	875	$	—	$	1,550	$	—

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Subsequent Events/Other

9 Months Ended

Sep. 30, 2012

Subsequent Events Other [Abstract]

Subsequent Events/Other

Subsequent Events/Other

Subsequent Events

Subsequent to September 30, 2012, the Company:

• Acquired one land parcel for $79.0 million;

• Sold two properties consisting of 542 apartment units for $50.4 million;

• Repaid $24.0 million in mortgage loans;

• Repaid $222.1 million of 5.500% unsecured notes at maturity; and

• Repaid its $500.0 million term loan facility at maturity.

Other

During the nine months ended September 30, 2012 and 2011, the Company incurred charges of $8.8 million and $5.3 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on the acquisition of operating properties and $6.1 million and $4.0 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 $14.9 million and $9.3 million, respectively, are included in other expenses in the accompanying consolidated statements of operations.

On December 2, 2011, the Company entered into a contract with affiliates of Bank of America and Barclays PLC to acquire, for $1.325 billion, half of their interests - an approximately 26.5% interest overall - in Archstone, a privately-held owner, operator and developer of multifamily apartment properties. On January 20, 2012, Lehman Brothers Holdings Inc. ("Lehman"), the other owner of Archstone, acquired this 26.5% interest pursuant to a right of first offer and as a result, the Company's contract with the sellers was terminated. The Company had the exclusive right, exercisable on or before May 24, 2012, to contract to purchase the remaining 26.5% interest in Archstone owned by the same sellers for a price, determined by the Company, equal to $1.5 billion or higher. On May 24, 2012, the Company entered into a contract to purchase the remaining 26.5% interest in Archstone for $1.58 billion and Lehman exercised its right of first offer and acquired this 26.5% interest for $1.58 billion on June 6, 2012. As a result, the Company's contract was terminated and by the terms of the contract, the Company received $150.0 million in termination fees subject to certain contingencies. Consistent with the resolution of these contingencies, the Company recognized $70.0 million of these fees as interest and other income in July 2012 and will recognize the remaining $80.0 million, which is included in other liabilities on the consolidated balance sheet as of September 30, 2012, as interest and other income in October 2012. During the nine months ended September 30, 2012, the Company incurred Archstone-related expenses of approximately $1.9 million. Cumulative to date, the Company incurred Archstone-related expenses of approximately $6.3 million, of which approximately $2.6 million of this total was financing-related and $3.7 million was pursuit costs.

During the nine months ended September 30, 2012, the Company settled a dispute with the owners of a land parcel for $4.2 million, which is included in other expenses in the accompanying consolidated statements of operations.

During the nine months ended September 30, 2011, the Company received $4.5 million for the termination of its royalty participation in LRO/Rainmaker, a revenue management system, which is included in interest and other income in the accompanying consolidated statements of operations.

During the nine months ended September 30, 2011, the Company disposed of its corporate housing business for a sales price of approximately $4.0 million, of which the Company provided $2.0 million of seller financing to the buyer. At the time of sale, the full amount of the seller financing was reserved against and the related gain was deferred. During the nine months ended September 30, 2012, the Company collected $0.3 million on this note receivable. Cumulative to date, the Company has collected $0.5 million on this note receivable and has recognized a net gain on the sale of approximately $1.5 million.    

In 2010, a portion of the parking garage collapsed at one of the Company’s rental properties (Prospect Towers in Hackensack, New Jersey). The costs related to the collapse (both expensed and capitalized), including providing for residents’ interim needs, lost revenue and garage reconstruction, were approximately $22.8 million, before insurance reimbursements of $13.6 million. The garage has been rebuilt with costs capitalized as incurred. Other costs, like those to accommodate displaced residents, lost revenue due to a portion of the property being temporarily unavailable for occupancy and legal costs, reduced earnings as they were incurred. Generally, insurance proceeds were recorded as increases to earnings as they were received. During the nine months ended September 30, 2012, the Company received approximately $3.5 million in insurance proceeds (included in real estate taxes and insurance on the consolidated statements of operations), which represented its final reimbursement of the $13.6 million in cumulative insurance proceeds.

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Investments in Partially Owned Entities (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Nov. 01, 2012	Dec. 31, 2011	Dec. 31, 2010
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	19		19
Partially Owned Consolidated Units	3,475		3,475
ASSETS
Investment in real estate	$ 21,151,576,000		$ 21,151,576,000			$ 20,407,946,000
Accumulated depreciation	(4,880,808,000)		(4,880,808,000)			(4,539,583,000)
Investment in real estate, net	16,270,768,000		16,270,768,000			15,868,363,000
Cash and cash equivalents	45,623,000	45,986,000	45,623,000	45,986,000		383,921,000	431,408,000
Deposits - restricted	120,440,000		120,440,000			152,237,000
Escrow deposits - mortgage	10,462,000		10,462,000			10,692,000
Deferred financing costs, net	38,823,000		38,823,000			44,608,000
Other assets	164,523,000		164,523,000			187,155,000
Total assets	16,668,545,000		16,668,545,000			16,659,303,000
LIABILITIES AND EQUITY
Total Debt	3,948,115,000		3,948,115,000			4,111,487,000
Accounts payable and accrued expenses	105,602,000		105,602,000			35,206,000
Accrued interest payable	78,869,000		78,869,000			88,121,000
Other liabilities	370,046,000		370,046,000			291,289,000
Security deposits	68,758,000		68,758,000			65,286,000
Total liabilities	10,040,476,000		10,040,476,000			10,380,042,000
Noncontrolling Interests - Partially Owned Properties	75,428,000		75,428,000			74,306,000
Total liabilities and equity	16,668,545,000		16,668,545,000			16,659,303,000
Debt-Secured:
Debt Instrument, Interest Rate, Stated Percentage	6.625%		6.625%		5.50%
Partially Owned Property Income Statement Schedule
Operating revenue	556,144,000	493,872,000	1,609,963,000	1,423,818,000
Depreciation	167,406,000	159,691,000	509,338,000	467,416,000
General and administrative/other	10,096,000	10,121,000	37,178,000	32,462,000
Operating income	184,127,000	144,814,000	489,790,000	395,750,000
Interest and Other Income	70,087,000	5,313,000	70,516,000	6,598,000
Interest:
Expense incurred, net	(113,876,000)	(112,449,000)	(347,452,000)	(350,957,000)
Amortization of Financing Costs	(3,338,000)	(4,650,000)	(10,319,000)	(11,900,000)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations	132,906,000	30,500,000	181,857,000	30,173,000
Income and other tax (expense) benefit	(222,000)	(283,000)	(627,000)	(669,000)
Net income	236,323,000	112,977,000	496,805,000	827,796,000
Investments In Partially Owned Entities (Textuals) [Abstract]
Joint Venture Partner Ownership Percentage	80.00%		80.00%
Number of Joint Ventures	2		2
Partners Payments To Acquire Equity Method Investments			40,100,000
Equity Method Investment, Ownership Percentage	20.00%		20.00%
Project Cost	232,800,000		232,800,000
Number of joint venture loans	2		2
Land purchase price	76,100,000		76,100,000
Business Acquisition, Cost of Acquired Entity, Purchase Price	968,545,000		968,545,000
Investment in Joint Venture	194,700,000		194,700,000
Variable Interest Entity Joint Venture Partner Ownership Percentage	50.00%		50.00%
Disposed Properties			20
Disposed Units			5,337
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	103,394,000	76,864,000	307,447,000	759,100,000
Consolidated Development Projects Held for and or Under Development [Member]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	0		0
Partially Owned Consolidated Units	0		0
ASSETS
Investment in real estate	149,888,000		149,888,000
Accumulated depreciation	0		0
Investment in real estate, net	149,888,000		149,888,000
Cash and cash equivalents	5,475,000		5,475,000
Deposits - restricted	43,601,000		43,601,000
Deferred financing costs, net	0		0
Other assets	5,811,000		5,811,000
Total assets	204,775,000		204,775,000
LIABILITIES AND EQUITY
Total Debt	0		0
Accounts payable and accrued expenses	222,000		222,000
Accrued interest payable	0		0
Other liabilities	1,269,000		1,269,000
Security deposits	0		0
Total liabilities	1,491,000		1,491,000
Noncontrolling Interests - Partially Owned Properties	82,776,000		82,776,000
EQR equity	120,508,000		120,508,000
Total equity	203,284,000		203,284,000
Total liabilities and equity	204,775,000		204,775,000
Debt-Secured:
Debt Ownership	0		0
Noncontrolling Ownership	0		0
Partially Owned Property Income Statement Schedule
Operating revenue			0
Operating Expenses			121,000
Net operating (loss) income			(121,000)
Depreciation			0
General and administrative/other			93,000
Operating income			(214,000)
Interest and Other Income			2,000
Other Nonoperating Income (Expense)			(248,000)
Interest:
Expense incurred, net			0
Amortization of Financing Costs			0
Income before income and other taxes, net gain on sales of land parcels and discontinued operations			(460,000)
Income and other tax (expense) benefit			(25,000)
Net income			(485,000)
Consolidated Other [Member]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	19		19
Partially Owned Consolidated Units	3,475		3,475
ASSETS
Investment in real estate	452,473,000		452,473,000
Accumulated depreciation	(155,820,000)		(155,820,000)
Investment in real estate, net	296,653,000		296,653,000
Cash and cash equivalents	15,641,000		15,641,000
Deposits - restricted	5,000		5,000
Deferred financing costs, net	1,055,000		1,055,000
Other assets	153,000		153,000
Total assets	313,507,000		313,507,000
LIABILITIES AND EQUITY
Total Debt	200,337,000		200,337,000
Accounts payable and accrued expenses	2,273,000		2,273,000
Accrued interest payable	782,000		782,000
Other liabilities	1,107,000		1,107,000
Security deposits	1,506,000		1,506,000
Total liabilities	206,005,000		206,005,000
Noncontrolling Interests - Partially Owned Properties	(7,348,000)		(7,348,000)
EQR equity	114,850,000		114,850,000
Total equity	107,502,000		107,502,000
Total liabilities and equity	313,507,000		313,507,000
Debt-Secured:
Debt Ownership	159,068,000		159,068,000
Noncontrolling Ownership	41,269,000		41,269,000
Partially Owned Property Income Statement Schedule
Operating revenue			46,432,000
Operating Expenses			14,789,000
Net operating (loss) income			31,643,000
Depreciation			11,516,000
General and administrative/other			39,000
Operating income			20,088,000
Interest and Other Income			100,000
Other Nonoperating Income (Expense)			0
Interest:
Expense incurred, net			(7,040,000)
Amortization of Financing Costs			(125,000)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations			13,023,000
Income and other tax (expense) benefit			(75,000)
Net income			12,948,000
Partially Owned Properties [Member]
ASSETS
Investment in real estate	602,361,000		602,361,000
Accumulated depreciation	(155,820,000)		(155,820,000)
Investment in real estate, net	446,541,000		446,541,000
Cash and cash equivalents	21,116,000		21,116,000
Deposits - restricted	43,606,000		43,606,000
Deferred financing costs, net	1,055,000		1,055,000
Other assets	5,964,000		5,964,000
Total assets	518,282,000		518,282,000
LIABILITIES AND EQUITY
Total Debt	200,337,000		200,337,000
Accounts payable and accrued expenses	2,495,000		2,495,000
Accrued interest payable	782,000		782,000
Other liabilities	2,376,000		2,376,000
Security deposits	1,506,000		1,506,000
Total liabilities	207,496,000		207,496,000
Noncontrolling Interests - Partially Owned Properties	75,428,000		75,428,000
EQR equity	235,358,000		235,358,000
Total equity	310,786,000		310,786,000
Total liabilities and equity	518,282,000		518,282,000
Debt-Secured:
Debt Ownership	159,068,000		159,068,000
Noncontrolling Ownership	41,269,000		41,269,000
Partially Owned Property Income Statement Schedule
Operating revenue			46,432,000
Operating Expenses			14,910,000
Net operating (loss) income			31,522,000
Depreciation			11,516,000
General and administrative/other			132,000
Operating income			19,874,000
Interest and Other Income			102,000
Other Nonoperating Income (Expense)			(248,000)
Interest:
Expense incurred, net			(7,040,000)
Amortization of Financing Costs			(125,000)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations			12,563,000
Income and other tax (expense) benefit			(100,000)
Net income			12,463,000
Unconsolidated Institutional Joint Ventures [Member]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	0		0
Partially Owned Consolidated Units	0		0
ASSETS
Investment in real estate	143,996,000		143,996,000
Accumulated depreciation	0		0
Investment in real estate, net	143,996,000		143,996,000
Cash and cash equivalents	155,000		155,000
Deposits - restricted	0		0
Deferred financing costs, net	6,000		6,000
Other assets	0		0
Total assets	144,157,000		144,157,000
LIABILITIES AND EQUITY
Total Debt	50,934,000		50,934,000
Accounts payable and accrued expenses	4,995,000		4,995,000
Accrued interest payable	204,000		204,000
Other liabilities	117,000		117,000
Security deposits	1,000		1,000
Total liabilities	56,251,000		56,251,000
Noncontrolling Interests - Partially Owned Properties	70,428,000		70,428,000
EQR equity	17,478,000		17,478,000
Total equity	87,906,000		87,906,000
Total liabilities and equity	144,157,000		144,157,000
Debt-Secured:
Debt Ownership	10,187,000		10,187,000
Noncontrolling Ownership	40,747,000		40,747,000
Partially Owned Property Income Statement Schedule
Operating revenue			2,000
Operating Expenses			112,000
Net operating (loss) income			(110,000)
Depreciation			0
General and administrative/other			0
Operating income			(110,000)
Interest and Other Income			0
Other Nonoperating Income (Expense)			0
Interest:
Expense incurred, net			0
Amortization of Financing Costs			0
Income before income and other taxes, net gain on sales of land parcels and discontinued operations			(110,000)
Income and other tax (expense) benefit			0
Net income			(110,000)
Joint Venture Partner [Member]
LIABILITIES AND EQUITY
Noncontrolling Interests - Partially Owned Properties	81,800,000		81,800,000
Investments In Partially Owned Entities (Textuals) [Abstract]
Land purchase price	57,900,000		57,900,000
Business Acquisition, Cost of Acquired Entity, Purchase Price	75,700,000		75,700,000
Disposed Properties			2
Disposed Units			441
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax			(21,500,000)
Nexus Sawgrass [Member]
LIABILITIES AND EQUITY
Total Debt	19,100,000		19,100,000
Debt-Secured:
Debt Instrument, Interest Rate, Stated Percentage	5.60%		5.60%
Debt Instrument, Maturity Date			Jan. 01, 2021
Investments In Partially Owned Entities (Textuals) [Abstract]
Maximum Debt Commitment	47,100,000		47,100,000
Domain [Member]
LIABILITIES AND EQUITY
Total Debt	31,800,000		31,800,000
Debt-Secured:
Debt Instrument, Interest Rate, Stated Percentage	5.75%		5.75%
Debt Instrument, Maturity Date			Jan. 01, 2022
Investments In Partially Owned Entities (Textuals) [Abstract]
Maximum Debt Commitment	98,600,000		98,600,000
Company's Portion [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 102,500,000		$ 102,500,000

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Equity, Capital and Other Interest Redeemable (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Redeemable Noncontrolling Interests - Operating Partnership	$ 414,219	$ 416,404
Change in market value	(8,866)
Change in carrying value	6,681
Redemption Value Limited Partners	414,219	416,404
Limited Partners Change In Redemption Value	(8,866)
Limited Partners Change In Carrying Value	$ 6,681

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
REVENUES
Rental income	$ 553,092	$ 490,944	$ 1,602,635	$ 1,417,136
Fee and asset management	3,052	2,928	7,328	6,682
Total revenues	556,144	493,872	1,609,963	1,423,818
EXPENSES
Property and maintenance	110,679	101,712	325,071	300,362
Real estate taxes and insurance	64,235	57,109	182,222	162,430
Property management	18,493	19,175	62,769	62,191
Fee and asset management	1,108	1,250	3,595	3,207
Depreciation	167,406	159,691	509,338	467,416
General and administrative	10,096	10,121	37,178	32,462
Total expenses	372,017	349,058	1,120,173	1,028,068
Operating income	184,127	144,814	489,790	395,750
Interest and other income	70,087	5,313	70,516	6,598
Other expenses	(4,094)	(2,528)	(20,678)	(9,318)
Interest:
Expense incurred, net	(113,876)	(112,449)	(347,452)	(350,957)
Amortization of deferred financing costs	(3,338)	(4,650)	(10,319)	(11,900)
Income before income and other taxes, net gain on sales of land parcels and discontinued operations	132,906	30,500	181,857	30,173
Income and other tax (expense) benefit	(222)	(283)	(627)	(669)
(Loss) from investments in unconsolidated entities	(3)	0	(3)	0
Net gain on sales of land parcels	0	0	0	4,217
Income from continuing operations	132,681	30,217	181,227	33,721
Discontinued operations, net	103,642	82,760	315,578	794,075
Net income	236,323	112,977	496,805	827,796
Net (income) attributable to Noncontrolling Interests:
Operating Partnership	(10,496)	(4,742)	(21,646)	(36,275)
Partially Owned Properties	312	(387)	(457)	(418)
Net income attributable to controlling interests	226,139	107,848	474,702	791,103
Preferred distributions	(2,386)	(3,466)	(9,319)	(10,399)
Redemption Premium	(5,150)	0	(5,150)	0
Net income available to Common Shares	$ 218,603	$ 104,382	$ 460,233	$ 780,704
Earnings per share - basic:
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.397	$ 0.085	$ 0.529	$ 0.074
Net income available to Common Shares	$ 0.725	$ 0.353	$ 1.534	$ 2.651
Weighted average Common Shares outstanding	301,336	295,831	300,116	294,474
Earnings per share - diluted:
Income (loss) from continuing operations available to Common Shares	$ 0.394	$ 0.084	$ 0.524	$ 0.073
Net income available to Common Shares	$ 0.719	$ 0.349	$ 1.519	$ 2.619
Weighted average Common Shares outstanding	318,773	312,844	317,265	311,908
Distributions declared per Common Share outstanding	$ 0.3375	$ 0.3375	$ 1.0125	$ 1.0125

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CONSOLIDATED STATEMENTS OF CASH FLOWS OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 496,805	$ 827,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	516,940	496,383
Amortization of deferred financing costs	10,384	12,769
Amortization of discounts and premiums on debt	(5,795)	144
Amortization of deferred settlements on derivative instruments	10,506	2,441
Write-off of pursuit costs	6,141	4,052
IncomeFromTechnologyInvestments	0	(4,537)
Distributions from unconsolidated entities - return on capital	454	318
Net (Gain) On Sale Of Land Parcels	0	(4,217)
Net (gain) on sales of discontinued operations	(307,447)	(759,100)
Loss on debt extinguishment	272	0
Unrealized (gain) loss on derivative instruments	(1)	0
Compensation paid with Company Common Shares	20,836	16,722
Changes in assets and liabilities:
(Increase) decrease in deposits - restricted	(2,250)	5,101
(Increase) in other assets	(14,039)	3,239
Increase in accounts payable and accrued expenses	67,479	60,608
(Decrease) in accrued interest payable	(9,252)	(28,736)
Increase (decrease) in other liabilities	68,492	(20,193)
Increase in security deposits	3,472	1,261
Net cash provided by operating activities	863,000	614,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate - acquisitions	(764,859)	(634,581)
Investment in real estate - development/other	(116,715)	(93,761)
Improvements to real estate	(114,535)	(106,070)
Additions to non-real estate property	(6,716)	(4,879)
Interest capitalized for real estate and unconsolidated entities under development	(15,776)	(5,931)
Proceeds from disposition of real estate, net	610,127	1,402,475
Investments in unconsolidated entities	(5,423)	(865)
ProceedsFromTechnologyInvestments	0	4,537
(Increase) in deposits on real estate acquisitions and investments, net	31,677	(210,170)
Decrease in mortgage deposits	230	1,916
ProceedsFromSaleOfEquityInterest	0	28,360
Acquisition of Noncontrolling Interests - Partially Owned Properties	(87)	(12,809)
Net cash (used for) provided by investing activities	(382,077)	368,222
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(4,599)	(8,070)
Mortgage notes payable:
Proceeds	0	152,930
Restricted cash	2,370	16,595
Scheduled principal repayments	(11,022)	(12,463)
Loss on debt extinguishments	(272)	0
Notes, net:
Lump sum payoffs	(253,858)	(575,641)
Line of Credit Facility:
Proceeds	392,000	213,000
Repayments	385,000	187,000
Proceeds from exercise of EQR options	46,781	94,373
Redemption of Preferred Shares Preference Units	(150,000)	0
Premium on Redemption of Preferred Shares Cash	(21)	0
Payment of offering costs	(2,860)	(2,770)
Other financing activities, net	(33)	(33)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,992	64
Contributions - Noncontrolling Interests - Operating Partnership	5	0
Distributions:
Noncontrolling Interests – Partially Owned Properties	(4,742)	(889)
Net cash (used for) financing activities	(819,221)	(1,367,695)
Net (decrease) increase in cash and cash equivalents	(338,298)	(385,422)
Cash and cash equivalents, beginning of period	383,921	431,408
Cash and cash equivalents, end of period	45,623	45,986
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	353,329	381,194
Net cash paid for income and other taxes	573	607
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	137,644	99,131
Valuation Of OP Units Issued	66,606	0
Amortization of discounts and premiums on debt:
Mortgage notes payable	(7,462)	(6,116)
Notes, net	1,667	6,260
Amortization of deferred settlements on derivative instruments:
Other liabilities	(401)	(401)
Accumulated other comprehensive income	(10,907)	(2,842)
Unrealized (gain) loss on derivative instruments:
Other assets	5,934	5,217
Mortgage notes payable	(2,589)	(464)
Notes, net	(3,345)	(1,476)
Other liabilities	12,336	127,090
Unrealized holding (losses) arising during the period	(12,337)	(130,367)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(15,163)	(5,760)
Investment in unconsolidated entities	(613)	(171)
DeconsolidationOfPreviouslyConsolidatedProperties [Abstract]
DeconsolidationOfPreviouslyConsolidatedPropertiesInvestmentInRealEstateNet	0	35,495
DeconsolidationOfPreviouslyConsolidatedPropertiesInvestmentsInUnconsolidatedEntitie	0	(7,135)
OPERATING PARTNERSHIP
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	496,805	827,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	516,940	496,383
Amortization of deferred financing costs	10,384	12,769
Amortization of discounts and premiums on debt	(5,795)	144
Amortization of deferred settlements on derivative instruments	10,506	2,441
Write-off of pursuit costs	6,141	4,052
Distributions from unconsolidated entities - return on capital	454	318
Net (Gain) On Sale Of Land Parcels	0	(4,217)
Net (gain) on sales of discontinued operations	(307,447)	(759,100)
Unrealized (gain) loss on derivative instruments	(1)	0
Compensation paid with Company Common Shares	20,836	16,722
Changes in assets and liabilities:
(Increase) decrease in deposits - restricted	(2,250)	5,101
(Increase) in other assets	(14,039)	3,239
Increase in accounts payable and accrued expenses	67,479	60,608
(Decrease) in accrued interest payable	(9,252)	(28,736)
Increase (decrease) in other liabilities	68,492	(20,193)
Increase in security deposits	3,472	1,261
Net cash provided by operating activities	863,000	614,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate - acquisitions	(764,859)	(634,581)
Investment in real estate - development/other	(116,715)	(93,761)
Improvements to real estate	(114,535)	(106,070)
Additions to non-real estate property	(6,716)	(4,879)
Interest capitalized for real estate and unconsolidated entities under development	(15,776)	(5,931)
Proceeds from disposition of real estate, net	610,127	1,402,475
Investments in unconsolidated entities	(5,423)	(865)
(Increase) in deposits on real estate acquisitions and investments, net	31,677	(210,170)
Decrease in mortgage deposits	230	1,916
ProceedsFromSaleOfEquityInterest	0	28,360
Acquisition of Noncontrolling Interests - Partially Owned Properties	(87)	(12,809)
Net cash (used for) provided by investing activities	(382,077)	368,222
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(4,599)	(8,070)
Mortgage notes payable:
Proceeds	0	152,930
Restricted cash	2,370	16,595
Lump sum payoffs	(279,943)	(859,066)
Scheduled principal repayments	(11,022)	(12,463)
Notes, net:
Lump sum payoffs	(253,858)	(575,641)
Line of Credit Facility:
Proceeds	392,000	213,000
Repayments	(385,000)	(187,000)
Proceeds from sale of OP Units	220,753	154,508
Proceeds from EQR's Employee Share Purchase Plan (ESPP)	4,944	4,558
Proceeds from exercise of EQR options	46,781	94,373
Payment of offering costs	(2,860)	(2,770)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,992	64
Contributions - Noncontrolling Interests - Operating Partnership	5	0
Distributions:
OP Units - General Partner	(371,319)	(331,928)
Preference Units	(11,344)	(10,399)
OP Units - Limited Partners	(17,053)	(15,464)
Noncontrolling Interests – Partially Owned Properties	(4,742)	(889)
Net cash (used for) financing activities	(819,221)	(1,367,695)
Net (decrease) increase in cash and cash equivalents	(338,298)	(385,422)
Cash and cash equivalents, beginning of period	383,921	431,408
Cash and cash equivalents, end of period	45,623	45,986
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	353,329	381,194
Net cash paid for income and other taxes	573	607
Real estate acquisitions/dispositions/other:
Mortgage loans assumed	137,644	99,131
Amortization of discounts and premiums on debt:
Mortgage notes payable	(7,462)	(6,116)
Notes, net	1,667	6,260
Amortization of deferred settlements on derivative instruments:
Other liabilities	(401)	(401)
Accumulated other comprehensive income	10,907	2,842
Unrealized (gain) loss on derivative instruments:
Other assets	5,934	5,217
Mortgage notes payable	(2,589)	(464)
Notes, net	(3,345)	(1,476)
Other liabilities	12,336	127,090
Unrealized holding (losses) arising during the period	(12,337)	(130,367)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(15,163)	(5,760)
Investment in unconsolidated entities	(613)	(171)
Other:
Receivable on sale of OP Units	$ 28,457	$ 0

XML

Derivative and Other Fair Value Instruments (Details Textuals) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Derivative [Line Items]
Secured Debt	$ 3,948,115,000	$ 4,111,487,000
Unsecured Debt	5,400,000,000
Notes, net	5,354,038,000	5,609,574,000
Fair value of mortgage notes payable	4,300,000,000	4,300,000,000
Fair value of unsecured notes payable including line of credit	6,000,000,000	6,000,000,000
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)	(199,000,000)	(197,600,000)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	$ 19,100,000

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X 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 nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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

The balance sheets at December 31, 2011 have 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.

For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2011.

Income and Other Taxes

Income and Other Taxes

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

Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of September 30, 2012, the Company has recorded a deferred tax asset of approximately $31.7 million, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

Other

The Company is the controlling partner in various consolidated partnerships owning 19 properties and 3,475 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $75.4 million at September 30, 2012. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $6.0 million. These six partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of September 30, 2012, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $33.3 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the six Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on September 30, 2012 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

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 material effect on the Company’s consolidated results of operations or financial position. See Note 9 for further discussion.

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

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Business (Details)	Sep. 30, 2012
Property/Unit schedule
Wholly Owned Properties	397
Partially Owned Consolidated Properties	19
Military Housing Properties	2
Number of Real Estate Properties	418
Wholly Owned Units	110,520
Partially Owned Consolidated Units	3,475
Military Housing Units	4,991
Number of Units in Real Estate Property	118,986
Business (Textuals) [Abstract]
Noncontrolling Interest, Ownership Percentage by Parent	95.50%
Number of States in which Entity Operates	13

XML

Debt

9 Months Ended

Sep. 30, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guaranteed the Operating Partnership’s $500.0 million unsecured senior term loan, which was repaid at maturity on October 5, 2012, and also guarantees the Operating Partnership’s revolving credit facility up to the maximum amount and for the full term of the facility.

Mortgage Notes Payable

As of September 30, 2012, the Company had outstanding mortgage debt of approximately $3.9 billion.

During the nine months ended September 30, 2012, the Company:

▪ Repaid $291.0 million of mortgage loans; and

▪ Assumed $137.6 million of mortgage debt on two acquired properties.

The Company recorded approximately $0.3 million and $1.1 million of prepayment penalties and write-offs of unamortized deferred financing costs, respectively, during the nine months ended September 30, 2012 as additional interest expense related to debt extinguishment of mortgages.

As of September 30, 2012, the Company had $362.2 million of secured debt subject to third party credit enhancement.

As of September 30, 2012, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through September 1, 2048. At September 30, 2012, the interest rate range on the Company’s mortgage debt was 0.16% to 11.25%. During the nine months ended September 30, 2012, the weighted average interest rate on the Company’s mortgage debt was 4.95%.

Notes

As of September 30, 2012, the Company had outstanding unsecured notes of approximately $5.4 billion.

During the nine months ended September 30, 2012, the Company:

▪ Repaid $253.9 million of 6.625% unsecured notes at maturity; and

▪ Entered into a new senior unsecured $500.0 million delayed draw term loan facility that could have been drawn anytime on or before July 4, 2012. The Company elected not to draw on this facility and subject to the terms of the agreement, the facility expired undrawn. The Company recorded approximately $1.0 million of write-offs of unamortized deferred financing costs at termination.

In December 2011, the Company obtained a commitment for a senior unsecured bridge loan facility in an aggregate principal amount not to exceed $1.0 billion to finance the potential acquisition of an ownership interest in Archstone, a privately-held owner, operator and developer of multifamily apartment properties. On January 6, 2012, the Company terminated this $1.0 billion bridge loan facility in connection with an amendment to the Company's revolving credit facility (see below for further discussion) and the execution of the term loan facility discussed above.

As of September 30, 2012, scheduled maturities for the Company’s outstanding notes were at various dates through 2026. At September 30, 2012, the interest rate range on the Company’s notes was 0.70% to 7.57%. During the nine months ended September 30, 2012, the weighted average interest rate on the Company’s notes was 5.10%.

Lines of Credit

In July 2011, the Company replaced its then existing unsecured revolving credit facility with a new $1.25 billion unsecured revolving credit facility maturing on July 13, 2014, subject to a one-year extension option exercisable by the Company. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. On January 6, 2012, the Company amended this credit facility to increase available borrowings by an additional $500.0 million to $1.75 billion with all other terms, including the July 13, 2014 maturity date, remaining the same. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.15%) and the Company pays an annual facility fee of 0.2%. Both the spread and the facility fee are dependent on the credit rating of the Company’s long-term debt. This facility replaced the Company’s then existing $1.425 billion facility which was scheduled to mature in February 2012.

As of September 30, 2012, the amount available on the credit facility was $1.71 billion (net of $30.2 million which was restricted/dedicated to support letters of credit and net of $7.0 million outstanding). During the nine months ended September 30, 2012, the weighted average interest rate was 1.34%.