8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 30, 2013

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-12252		13-3675988
(State or Other Jurisdiction of Incorporation or Organization)	(Commission  File Number)		(I.R.S. Employer Identification No.)
Two North Riverside Plaza Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (312) 474-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2013, Equity Residential issued a press release announcing its results of operations and financial condition as of September 30, 2013 and for the nine months and quarter then ended. The press release is furnished as Exhibit 99.1. The information contained in this Item 2.02 on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity Residential under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Exhibit
99.1	Press Release dated October 30, 2013, announcing the results of operations and financial condition of Equity Residential as of September 30, 2013 and for the nine months and quarter then ended.

SIGNATURES

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

			EQUITY RESIDENTIAL
Date:	October 30, 2013	By:	/s/ Ian S. Kaufman
		Name:	Ian S. Kaufman
		Its:	Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release dated October 30, 2013, announcing the results of operations and financial condition of Equity Residential as of September 30, 2013 and for the nine months and quarter then ended.

EX-99.1

Exhibit 99.1

NEWS RELEASE - FOR IMMEDIATE RELEASE

October 30, 2013

Equity Residential Reports Strong Results

Same Store Revenues Increase 4.1% in 3Q and 4.7% YTD

Same Store NOI Increases 4.5% in 3Q and 5.4% YTD

Chicago, IL - October 30, 2013 - Equity Residential (NYSE: EQR) today reported results for the quarter and nine months ended September 30, 2013. All per share results are reported as available to common shares on a diluted basis.

“For 2013, we currently expect to deliver same store revenue growth of 4.5%, very much in line with our original expectations,” said David J. Neithercut, Equity Residential’s President and CEO.  “In the long term, favorable demographics will generate demand for housing in our markets that will not be met with new supply and we should enjoy strong growth for many years. In the short term, new supply will produce modest negative revenue growth in Washington, D.C., partially offsetting continued strong growth across many of our other markets and resulting in expected portfolio wide same store revenue growth of 3% to 4% in 2014.”

Third Quarter 2013

FFO (Funds from Operations), as defined by the National Association of Real Estate Investment Trusts (NAREIT), for the third quarter of 2013 was $0.71 per share compared to $0.92 per share in the third quarter of 2012. The difference is due primarily to the $70.0 million Archstone termination fee that the company recognized in the third quarter of 2012.

For the third quarter of 2013, the company reported Normalized FFO of $0.73 per share compared to $0.73 per share in the same period of 2012. The following items impacted Normalized FFO per share in the quarter:

• the positive impact of approximately $0.04 per share from higher same store net operating income (NOI);

• the positive impact of approximately $0.28 per share from the Archstone properties, offset by the negative impact of approximately $0.28 per share from 2012 and 2013 disposition activity and common share issuance in connection with the company’s purchase of Archstone; and

• the negative impact of approximately $0.04 per share from higher interest expense, general and administrative expenses and other items.

1

Normalized FFO begins with FFO and eliminates certain items that by their nature are not comparable from period to period or that tend to obscure the company’s actual operating performance. Merger expenses and prepayment penalties are not included in the company’s Normalized FFO. A reconciliation and definition of Normalized FFO are provided on pages 26 and 29 of this release and the company has included guidance for Normalized FFO on page 27 of this release.

For the third quarter of 2013, the company reported earnings of $1.05 per share compared to $0.72 per share in the third quarter of 2012. The difference is due primarily to higher gains from property sales in the third quarter of 2013, partially offset by higher depreciation as a result of the Archstone acquisition, as well as the termination fee and other items discussed above.

Nine Months Ended September 30, 2013

FFO for the nine months ended September 30, 2013 was $1.68 per share compared to $2.16 per share in the same period of 2012. The difference is due primarily to merger-related expenses and prepayment penalties incurred in the first nine months of 2013 in connection with the company’s acquisition of Archstone, as well as the termination fee described above.

For the nine months ended September 30, 2013, the company reported Normalized FFO of $2.08 per share compared to $2.02 per share in the same period of 2012.

For the nine months ended September 30, 2013, the company reported earnings of $4.87 per share compared to $1.52 per share in the same period of 2012.The difference is due primarily to higher gains from property sales during 2013, partially offset by higher depreciation as a result of the Archstone acquisition, as well as the termination fee and other items described above.  

Same Store Results

On a same store third quarter to third quarter comparison, which includes 82,553 apartment units, revenues increased 4.1%, expenses increased 3.1% and NOI increased 4.5%.

On a same store sequential third quarter to second quarter comparison, which includes 101,820 apartment units, revenues increased 1.5%, expenses increased 2.2% and NOI increased 1.2%. The company’s sequential same store pool of assets includes 18,448 apartment units the company acquired in the Archstone transaction. The acquired Archstone properties performed in line with both the company’s underwriting expectations and its comparable properties in the same markets.

On a same store nine-month to nine-month comparison, which includes 81,099 apartment units, revenues increased 4.7%, expenses increased 3.3% and NOI increased 5.4%.

2

Acquisitions/Dispositions

The company did not acquire any properties or land sites in the third quarter.

During the first nine months of 2013, the company acquired 77 properties, consisting of 22,103 apartment units. The company does not expect to acquire any operating assets in the fourth quarter.

During the third quarter, the company sold 10 apartment properties, consisting of 4,131 apartment units, for an aggregate sale price of $657.6 million at a weighted average cap rate of 5.9%. These sales, excluding one Archstone asset that was sold during the quarter, generated an unlevered internal rate of return (IRR), inclusive of management costs, of 11.1%.

Also during the quarter, the company sold two land parcels for an aggregate sale price of $44.3 million.

During the first nine months of 2013, the company sold 92 apartment properties, consisting of 28,328 apartment units, for an aggregate sale price of $4.36 billion at a weighted average cap rate of 6.0%. These sales, excluding three Archstone assets that were sold shortly after their acquisition, generated an unlevered IRR, inclusive of management costs, of 10.0%.

Please see page nine of this release for comparative portfolio summaries for the end of the fourth quarter 2012 and the end of the third quarter 2013.

Capital Markets Activities

On October 1, 2013, the company used cash on hand from dispositions to repay a $963.5 million secured loan that it assumed in conjunction with the Archstone acquisition. This loan was set to mature in November 2014 and carried a cash interest rate of 5.88% and a GAAP interest rate of 3.45% due to the amortization of the Archstone-related debt premium.

The company anticipates closing a new $800 million secured loan from a large insurance company in the fourth quarter of 2013. The loan, which has been committed to by the company and the lender, has a 10 year term, is interest only and carries a fixed interest rate of 4.21%. The company expects to simultaneously use the loan proceeds to repay $825 million of a $1.27 billion secured loan that the company assumed as part of the Archstone transaction. The approximately $440 million balance will remain outstanding, continue to mature in November 2017 and continue to carry a cash interest rate of 6.26% and a GAAP interest rate of 3.58% due to the amortization of the Archstone-related debt premium.

The company expects to incur cash prepayment costs of approximately $150 million and a charge to earnings and FFO of approximately $43 million in the fourth quarter, which is reflected in our revised guidance below. The difference is due to the write off of Archstone-related debt premiums. Normalized FFO will not be impacted by this charge.

Assuming that these transactions occur as expected, the company will have locked in an attractive piece of long term debt and substantially extended the duration of its debt maturities as well as reduced its 2017 maturities as a percentage of outstanding debt.

3

Fourth Quarter 2013 Guidance

The company has established a Normalized FFO guidance range of $0.75 to $0.77 per share for the fourth quarter of 2013. The difference between the company’s third quarter 2013 Normalized FFO of $0.73 per share and the midpoint of the fourth quarter guidance range of $0.76 per share is due primarily to:

• a positive impact of approximately $0.02 per share from higher same store NOI offset by approximately $0.02 from dilution from 2013 transaction activity and other items; and

• a positive impact of approximately $0.03 per share from lower total financing costs.

Full Year 2013 Guidance

The company has revised its guidance for its full year 2013 same store operating performance, transactions and Normalized FFO results as well as other items listed on page 27 of this release. Revised full year same store, transactions and Normalized FFO guidance are listed below:

	Previous	Revised
Same store:
Physical occupancy	95.3%	95.4%
Revenue change	4.4% to 4.6%	4.5%
Expense change	3.0% to 3.5%	3.3%
NOI change	5.0% to 5.25%	5.1%
Acquisitions
(excluding Archstone):	$100 million	$100 million
Dispositions:	$4.1 billion	$4.4 billion
Cap Rate Spread:	110 basis points	110 basis points
Normalized FFO per share:	$2.80 to $2.85	$2.83 to $2.85

Fourth Quarter 2013 Earnings and Conference Call

Equity Residential expects to announce fourth quarter and full year 2013 results on Tuesday, February 4, 2014 and host a conference call to discuss those results at 10:00 a.m. CT on Wednesday, February 5, 2014.

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 389 properties consisting of 109,795 apartment units. For more information on Equity Residential, please visit our website at www.equityapartments.com.

4

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Residential’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, including, without limitation, changes in general market conditions, including the rate of job growth and cost of labor and construction material, the level of new multifamily construction and development, competition and local government regulation. Other risks and uncertainties are described under the heading “Risk Factors” in our Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and available on our website, www.equityapartments.com. 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. Equity Residential assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

A live web cast of the company’s conference call discussing these results will take place tomorrow, Thursday, October 31, at 10:00 a.m. Central. Please visit the Investor section of the company’s web site at www.equityapartments.com for the link. A replay of the web cast will be available for two weeks at this site.

5

Equity Residential

Consolidated Statements of Operations

(Amounts in thousands except per share data)

(Unaudited)

	Nine Months Ended September 30,						Quarter Ended September 30,
	2013			2012			2013			2012
REVENUES
Rental income	$	1,749,374		$	1,295,431		$	626,880		$	448,647
Fee and asset management	7,399			7,328			2,566			3,052
Total revenues	1,756,773			1,302,759			629,446			451,699
EXPENSES
Property and maintenance	333,202			254,009			119,632			86,682
Real estate taxes and insurance	218,777			154,633			76,255			53,064
Property management	63,395			62,769			18,875			18,493
Fee and asset management	4,739			3,595			1,516			1,108
Depreciation	798,121			422,148			277,336			139,337
General and administrative	47,018			37,162			14,438			10,083
Total expenses	1,465,252			934,316			508,052			308,767
Operating income	291,521			368,443			121,394			142,932
Interest and other income	1,320			70,514			816			70,087
Other expenses	(7,530		)	(18,587		)	(3,986		)	(3,984		)
Merger expenses	(19,741		)	(1,921		)	(182		)	(87		)
Interest:
Expense incurred, net	(437,452		)	(345,476		)	(120,035		)	(113,222		)
Amortization of deferred financing costs	(15,636		)	(10,265		)	(4,335		)	(3,320		)
(Loss) income before income and other taxes, (loss) from investments in unconsolidated entities, net gain (loss) on sales of unconsolidated entities and land parcels and discontinued operations	(187,518		)	62,708			(6,328		)	92,406
Income and other tax (expense) benefit	(1,326		)	(602		)	(493		)	(222		)
(Loss) from investments in unconsolidated entities due to operations	(2,984		)	(3		)	(1,454		)	(3		)
(Loss) from investments in unconsolidated entities due to merger expenses	(54,781		)	—			(1,771		)	—
Net gain on sales of unconsolidated entities	16			—			16			—
Net gain (loss) on sales of land parcels	12,179			—			(2,437		)	—
(Loss) income from continuing operations	(234,414		)	62,103			(12,467		)	92,181
Discontinued operations, net	2,023,897			434,702			404,184			144,142
Net income	1,789,483			496,805			391,717			236,323
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership	(70,947		)	(21,646		)	(14,836		)	(10,496		)
Partially Owned Properties	1,101			(457		)	311			312
Net income attributable to controlling interests	1,719,637			474,702			377,192			226,139
Preferred distributions	(3,109		)	(9,319		)	(1,037		)	(2,386		)
Premium on redemption of Preferred Shares	—			(5,150		)	—			(5,150		)
Net income available to Common Shares	$	1,716,528		$	460,233		$	376,155		$	218,603
Earnings per share – basic:
(Loss) income from continuing operations available to Common Shares	$	(0.64	)	$	0.15		$	(0.04	)	$	0.27
Net income available to Common Shares	$	4.87		$	1.53		$	1.05		$	0.73
Weighted average Common Shares outstanding	352,414			300,116			359,811			301,336
Earnings per share – diluted:
(Loss) income from continuing operations available to Common Shares	$	(0.64	)	$	0.15		$	(0.04	)	$	0.27
Net income available to Common Shares	$	4.87		$	1.52		$	1.05		$	0.72
Weighted average Common Shares outstanding	352,414			317,265			359,811			318,773
Distributions declared per Common Share outstanding	$	1.20		$	1.0125		$	0.40		$	0.3375

6

Equity Residential

Consolidated Statements of Funds From Operations and Normalized Funds From Operations

(Amounts in thousands except per share data)

(Unaudited)

		Nine Months Ended September 30,						Quarter Ended September 30,
		2013			2012			2013			2012
Net income		$	1,789,483		$	496,805		$	391,717		$	236,323
Net loss (income) attributable to Noncontrolling Interests –
Partially Owned Properties		1,101			(457		)	311			312
Preferred distributions		(3,109		)	(9,319		)	(1,037		)	(2,386		)
Premium on redemption of Preferred Shares		—			(5,150		)	—			(5,150		)
Net income available to Common Shares and Units		1,787,475			481,879			390,991			229,099
Adjustments:
Depreciation		798,121			422,148			277,336			139,337
Depreciation – Non-real estate additions		(3,626		)	(4,211		)	(1,153		)	(1,430		)
Depreciation – Partially Owned and Unconsolidated Properties		(3,074		)	(2,395		)	(566		)	(798		)
Net (gain) on sales of unconsolidated entities		(16		)	—			(16		)	—
Discontinued operations:
Depreciation		31,976			94,792			2,273			29,497
Net (gain) on sales of discontinued operations		(1,990,577		)	(307,447		)	(401,703		)	(103,394		)
Net incremental gain on sales of condominium units		7			49			—			—
Gain on sale of Equity Corporate Housing (ECH)		709			350			108			—
FFO available to Common Shares and Units (1) (3) (4)		620,995			685,165			267,270			292,311
Adjustments (see page 26 for additional detail):
Asset impairment and valuation allowances		—			—			—			—
Property acquisition costs and write-off of pursuit costs		78,694			14,898			2,578			4,004
Debt extinguishment (gains) losses, including prepayment penalties, preferred share
redemptions and non-cash convertible debt discounts		78,820			7,491			—			6,114
(Gains) losses on sales of non-operating assets, net of income and other tax expense
(benefit)		(13,725		)	(491		)	1,499			—
Other miscellaneous non-comparable items		3,361			(67,687		)	3,361			(69,910		)
Normalized FFO available to Common Shares and Units (2) (3) (4)		$	768,145		$	639,376		$	274,708		$	232,519
FFO (1) (3)		$	624,104		$	699,634		$	268,307		$	299,847
Preferred distributions		(3,109		)	(9,319		)	(1,037		)	(2,386		)
Premium on redemption of Preferred Shares		—			(5,150		)	—			(5,150		)
FFO available to Common Shares and Units - basic and diluted (1) (3) (4)		$	620,995		$	685,165		$	267,270		$	292,311
FFO per share and Unit - basic		$	1.70		$	2.18		$	0.72		$	0.93
FFO per share and Unit - diluted		$	1.68		$	2.16		$	0.71		$	0.92
Normalized FFO (2) (3)		$	771,254		$	648,695		$	275,745		$	234,905
Preferred distributions		(3,109		)	(9,319		)	(1,037		)	(2,386		)
Normalized FFO available to Common Shares and Units - basic and diluted (2) (3) (4)		$	768,145		$	639,376		$	274,708		$	232,519
Normalized FFO per share and Unit - basic		$	2.10		$	2.04		$	0.74		$	0.74
Normalized FFO per share and Unit - diluted		$	2.08		$	2.02		$	0.73		$	0.73
Weighted average Common Shares and Units outstanding - basic		366,150			313,932			373,547			315,513
Weighted average Common Shares and Units outstanding - diluted		368,611			317,265			375,883			318,773
Note:	See page 26 for additional detail regarding the adjustments from FFO to Normalized FFO. See page 29 for the definitions, the footnotes referenced above and the reconciliations of EPS to FFO and Normalized FFO.

7

Equity Residential

Consolidated Balance Sheets

(Amounts in thousands except for share amounts)

(Unaudited)

	September 30, 2013			December 31, 2012
ASSETS
Investment in real estate
Land	$	6,201,333		$	4,554,912
Depreciable property	19,254,957			15,711,944
Projects under development	779,053			387,750
Land held for development	505,494			353,823
Investment in real estate	26,740,837			21,008,429
Accumulated depreciation	(4,654,594		)	(4,912,221		)
Investment in real estate, net	22,086,243			16,096,208
Cash and cash equivalents	972,761			612,590
Investments in unconsolidated entities	165,898			17,877
Deposits – restricted	98,874			250,442
Escrow deposits – mortgage	40,901			9,129
Deferred financing costs, net	66,775			44,382
Other assets	379,979			170,372
Total assets	$	23,811,431		$	17,201,000
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	6,230,675		$	3,898,369
Notes, net	5,476,522			4,630,875
Lines of credit	—			—
Accounts payable and accrued expenses	166,939			38,372
Accrued interest payable	85,353			76,223
Other liabilities	331,797			304,518
Security deposits	71,462			66,988
Distributions payable	149,836			260,176
Total liabilities	12,512,584			9,275,521
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership	376,057			398,372
Equity:
Shareholders’ equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012	50,000			50,000
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 360,395,959 shares issued and outstanding as of September 30, 2013 and 325,054,654 shares issued and outstanding as of December 31, 2012	3,604			3,251
Paid in capital	8,542,822			6,542,355
Retained earnings	2,171,603			887,355
Accumulated other comprehensive (loss)	(169,392		)	(193,148		)
Total shareholders’ equity	10,598,637			7,289,813
Noncontrolling Interests:
Operating Partnership	213,518			159,606
Partially Owned Properties	110,635			77,688
Total Noncontrolling Interests	324,153			237,294
Total equity	10,922,790			7,527,107
Total liabilities and equity	$	23,811,431		$	17,201,000

8

Equity Residential
	Portfolio Summary as of December 31, 2012						Portfolio Summary as of September 30, 2013
			% of		Average				% of		Average
		Apartment	Stabilized		Rental			Apartment	Stabilized		Rental
Markets/Metro Areas	Properties	Units	NOI (1)		Rate (2)		Properties	Units	NOI (1)		Rate (2)
Core:
Washington DC	43	14,425	15.9	%	$	1,992	56	18,275	19.9	%	$	2,249
New York	30	8,047	13.9	%	3,433		38	10,330	17.3	%	3,720
San Francisco	40	9,094	8.6	%	1,902		50	12,766	12.0	%	2,170
Los Angeles	48	9,815	9.9	%	1,879		57	11,960	11.5	%	2,071
Boston	26	5,832	8.2	%	2,560		34	7,816	10.5	%	2,780
South Florida	36	12,253	9.0	%	1,463		34	11,334	7.2	%	1,543
Seattle	38	7,563	6.4	%	1,627		38	7,734	6.0	%	1,741
Denver	24	8,144	5.5	%	1,226		19	6,935	4.2	%	1,309
San Diego	14	4,963	5.0	%	1,851		13	3,505	3.2	%	1,943
Orange County, CA	11	3,490	3.3	%	1,660		11	3,490	2.9	%	1,710
Subtotal – Core	310	83,626	85.7	%	1,941		350	94,145	94.7	%	2,195
Non-Core:
Inland Empire, CA	10	3,081	2.4	%	1,491		10	3,081	2.1	%	1,498
Orlando	21	6,413	3.5	%	1,086		10	3,383	1.7	%	1,131
New England (excluding Boston)	14	2,611	1.3	%	1,174		11	1,965	0.9	%	1,233
Phoenix	25	7,400	3.4	%	946		3	872	0.2	%	898
Atlanta	12	3,616	2.0	%	1,157		2	666	0.2	%	1,339
Tacoma, WA	3	1,467	0.6	%	951		1	522	0.2	%	1,016
Jacksonville	6	2,117	1.1	%	1,005		—	—	—		—
Subtotal – Non-Core	91	26,705	14.3	%	1,099		37	10,489	5.3	%	1,247
Total	401	110,331	100.0	%	1,737		387	104,634	100.0	%	2,099
Military Housing	2	5,039	—		—		2	5,161	—		—
Grand Total	403	115,370	100.0	%	$	1,737	389	109,795	100.0	%	$	2,099
Note: Projects under development are not included in the Portfolio Summary until construction has been completed.
(1) % of Stabilized NOI includes budgeted 2013 NOI for stabilized properties, budgeted year one (March 2013 to February 2014) NOI for the Archstone properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
(2) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the last month of the period presented.

3rd Quarter 2013 Earnings Release 9

Equity Residential
Portfolio as of September 30, 2013
					Properties		Apartment Units
Wholly Owned Properties					363		99,192
Master-Leased Properties - Consolidated					3		853
Partially Owned Properties - Consolidated					19		3,752
Partially Owned Properties - Unconsolidated					2		837
Military Housing					2		5,161
					389		109,795
Portfolio Rollforward Q3 2013
($ in thousands)
			Properties		Apartment Units		Purchase/ (Sale) Price			Cap Rate
		6/30/2013	398		113,388
Dispositions:
Consolidated:
Rental Properties			(10	)	(4,131	)	$	(657,607	)	5.9	%
Land Parcel (one)			—		—		$	(17,900	)
Unconsolidated:
Land Parcel (one) (1)			—		—		$	(26,350	)
Completed Developments - Unconsolidated			1		501
Configuration Changes			—		37
		9/30/2013	389		109,795
Portfolio Rollforward 2013
($ in thousands)
			Properties		Apartment Units		Purchase/ (Sale) Price			Cap Rate
		12/31/2012	403		115,370
Acquisitions:
Consolidated:
Rental Properties (2)			73		20,914		$	8,519,895		4.9	%
Master-Leased Properties (2)			3		853		$	251,828		5.6	%
Uncompleted Developments (two)			—		—		$	36,583
Land Parcels (fourteen) (2)			—		—		$	256,398
Unconsolidated (3):
Rental Properties			1		336		$	5,113		5.8	%
Uncompleted Developments (two) (2)			—		—		$	14,854
Land Parcel (one) (2)			—		—		$	6,572
Dispositions:
Consolidated:
Rental Properties			(92	)	(28,328	)	$	(4,362,689	)	6.0	%
Land Parcels (six)			—		—		$	(77,650	)
Other (4)			—		—		$	(30,734	)
Unconsolidated:
Land Parcel (one) (1)			—		—		$	(26,350	)
Completed Developments - Unconsolidated			1		501
Configuration Changes			—		149
		9/30/2013	389		109,795
(1)	Sales price listed is the gross sales price. EQR's share of the net sales proceeds approximated 25%.
(2)	Amounts have been adjusted to reflect Q2/Q3 2013 changes to the purchase price allocation for certain assets which were acquired in the Archstone transaction.
(3)	EQR owns various equity interests in these unconsolidated rental properties, uncompleted developments and land parcels. Purchase price listed is EQR's net investment price.
(4)	Represents a 97,000 square foot commercial building adjacent to our Harbor Steps apartment property in downtown Seattle that was acquired in 2011.

3rd Quarter 2013 Earnings Release 10

Equity Residential
Third Quarter 2013 vs. Third Quarter 2012
Same Store Results/Statistics for 82,553 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
	Results									Statistics
										Average Rental Rate (2)
Description	Revenues			Expenses			NOI (1)						Occupancy		Turnover
Q3 2013	$	463,607		$	159,302		$	304,305		$	1,957		95.7	%	16.9	%
Q3 2012	$	445,521		$	154,450		$	291,071		$	1,878		95.9	%	17.2	%
Change	$	18,086		$	4,852		$	13,234		$	79		(0.2	%)	(0.3	%)
Change	4.1		%	3.1		%	4.5		%	4.2		%

____________________________________________________________________________________________________

Third Quarter 2013 vs. Second Quarter 2013
Same Store Results/Statistics for 101,820 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
	Results									Statistics
										Average Rental Rate (2)
Description	Revenues			Expenses			NOI (1)						Occupancy		Turnover
Q3 2013	$	615,239		$	211,724		$	403,515		$	2,106		95.7	%	17.1	%
Q2 2013	$	605,869		$	207,252		$	398,617		$	2,077		95.6	%	14.5	%
Change	$	9,370		$	4,472		$	4,898		$	29		0.1	%	2.6	%
Change	1.5		%	2.2		%	1.2		%	1.4		%
Note: Sequential same store results/statistics include 18,448 apartment units acquired in the Archstone acquisition.

______________________________________________________________________________________________________

September YTD 2013 vs. September YTD 2012
Same Store Results/Statistics for 81,099 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
	Results									Statistics
										Average Rental Rate (2)
Description	Revenues			Expenses			NOI (1)						Occupancy		Turnover
YTD 2013	$	1,329,326		$	462,509		$	866,817		$	1,910		95.4	%	43.8	%
YTD 2012	$	1,269,876		$	447,600		$	822,276		$	1,827		95.3	%	44.0	%
Change	$	59,450		$	14,909		$	44,541		$	83		0.1	%	(0.2	%)
Change	4.7		%	3.3		%	5.4		%	4.5		%

(1)

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. See page 29 for reconciliations from operating income.

(2)

Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.

3rd Quarter 2013 Earnings Release 11

Equity Residential
Third Quarter 2013 vs. Third Quarter 2012
Same Store Results/Statistics by Market
								Increase (Decrease) from Prior Year's Quarter
		Q3 2013 % of Actual NOI		Q3 2013 Average Rental Rate (1)		Q3 2013 Weighted Average Occupancy %
														Average Rental Rate (1)
	Apartment Units
Markets/Metro Areas								Revenues		Expenses		NOI				Occupancy
Core:
Washington DC	11,077	15.6	%	$	2,155	95.6	%	1.6	%	1.6	%	1.6	%	2.1	%	(0.5	%)
New York	7,478	15.4	%	3,554		96.4	%	3.6	%	4.8	%	2.9	%	4.2	%	(0.5	%)
Los Angeles	8,996	11.1	%	1,957		96.0	%	3.7	%	3.2	%	4.0	%	4.0	%	(0.2	%)
San Francisco	8,039	9.9	%	1,981		95.4	%	8.4	%	3.1	%	11.4	%	8.9	%	(0.5	%)
Boston (2)	5,832	9.8	%	2,637		96.0	%	3.8	%	2.0	%	4.6	%	3.5	%	0.3	%
South Florida	10,637	9.5	%	1,544		95.1	%	4.2	%	3.7	%	4.5	%	4.0	%	0.2	%
Seattle	6,867	7.5	%	1,751		96.1	%	5.4	%	6.4	%	4.8	%	5.1	%	0.2	%
Denver	6,767	5.8	%	1,314		96.0	%	6.7	%	5.7	%	7.2	%	6.8	%	(0.1	%)
San Diego	3,217	4.0	%	1,889		96.1	%	3.4	%	2.2	%	3.9	%	3.2	%	0.2	%
Orange County, CA	3,490	3.9	%	1,712		95.9	%	3.5	%	(0.2	%)	5.2	%	3.8	%	(0.3	%)
Subtotal – Core	72,400	92.5	%	2,055		95.8	%	4.2	%	3.4	%	4.6	%	4.3	%	(0.2	%)
Non-Core:
Inland Empire, CA	3,081	3.0	%	1,513		95.9	%	3.0	%	0.7	%	4.1	%	3.0	%	(0.1	%)
Orlando	3,383	2.3	%	1,138		95.4	%	2.4	%	(2.3	%)	5.4	%	2.8	%	(0.4	%)
New England (excluding Boston)	1,965	1.2	%	1,231		94.4	%	1.2	%	1.2	%	1.2	%	2.4	%	(1.1	%)
Phoenix	872	0.4	%	904		94.7	%	1.6	%	(2.0	%)	4.1	%	1.9	%	(0.2	%)
Tacoma, WA	522	0.3	%	1,017		94.9	%	10.4	%	14.0	%	7.4	%	5.2	%	4.4	%
Atlanta	330	0.3	%	1,390		95.8	%	3.8	%	(3.1	%)	9.4	%	4.0	%	(0.2	%)
Subtotal – Non-Core	10,153	7.5	%	1,253		95.3	%	2.7	%	0.2	%	4.3	%	2.9	%	(0.2	%)
Total	82,553	100.0	%	$	1,957	95.7	%	4.1	%	3.1	%	4.5	%	4.2	%	(0.2	%)
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
(2) Quarter over quarter same store revenues in Boston were negatively impacted by non-residential related income. Residential-only same store revenues increased in Boston 4.4% quarter over quarter.

3rd Quarter 2013 Earnings Release 12

Equity Residential
Third Quarter 2013 vs. Second Quarter 2013
Same Store Results/Statistics by Market
								Increase (Decrease) from Prior Quarter
		Q3 2013 % of Actual NOI		Q3 2013 Average Rental Rate (1)		Q3 2013 Weighted Average Occupancy %
														Average Rental Rate (1)
	Apartment Units
Markets/Metro Areas								Revenues		Expenses		NOI				Occupancy
Core:
Washington DC	17,536	19.2	%	$	2,256	95.6	%	0.6	%	1.4	%	0.2	%	0.2	%	0.3	%
New York	10,330	17.2	%	3,721		96.2	%	1.2	%	1.5	%	1.0	%	1.1	%	0.1	%
San Francisco	12,766	13.0	%	2,177		95.5	%	2.7	%	4.5	%	1.8	%	2.8	%	(0.2	%)
Los Angeles	11,139	10.6	%	2,059		96.0	%	2.6	%	2.2	%	2.8	%	2.1	%	0.5	%
Boston (2)	7,722	10.3	%	2,785		95.7	%	0.5	%	2.7	%	(0.6	%)	0.1	%	0.3	%
South Florida	10,833	7.2	%	1,541		95.1	%	1.2	%	3.2	%	(0.1	%)	1.6	%	(0.4	%)
Seattle	7,411	6.1	%	1,742		96.2	%	2.9	%	2.8	%	3.0	%	2.2	%	0.7	%
Denver	6,935	4.5	%	1,317		96.0	%	3.1	%	0.7	%	4.1	%	2.8	%	0.2	%
San Diego	3,505	3.3	%	1,904		96.1	%	1.7	%	(0.2	%)	2.5	%	1.5	%	0.1	%
Orange County, CA	3,490	3.0	%	1,712		95.9	%	1.7	%	3.3	%	1.0	%	1.4	%	0.3	%
Subtotal – Core	91,667	94.4	%	2,200		95.8	%	1.6	%	2.3	%	1.2	%	1.4	%	0.2	%
Non-Core:
Inland Empire, CA	3,081	2.3	%	1,513		95.9	%	0.9	%	0.1	%	1.3	%	0.3	%	0.5	%
Orlando	3,383	1.7	%	1,138		95.4	%	1.2	%	2.2	%	0.6	%	1.3	%	(0.2	%)
New England (excluding Boston)	1,965	0.9	%	1,231		94.4	%	0.0	%	(4.4	%)	4.0	%	0.8	%	(0.7	%)
Phoenix	872	0.3	%	904		94.7	%	2.8	%	5.7	%	1.0	%	2.8	%	0.0	%
Tacoma, WA	522	0.2	%	1,017		94.9	%	3.6	%	6.4	%	1.2	%	2.5	%	1.0	%
Atlanta	330	0.2	%	1,390		95.8	%	3.8	%	4.0	%	3.6	%	2.7	%	1.1	%
Subtotal – Non-Core	10,153	5.6	%	1,253		95.3	%	1.1	%	0.4	%	1.6	%	1.1	%	0.1	%
Total	101,820	100.0	%	$	2,106	95.7	%	1.5	%	2.2	%	1.2	%	1.4	%	0.1	%
Note: Sequential same store results/statistics include 18,448 apartment units acquired in the Archstone acquisition.
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
(2) Sequential same store revenues in Boston were negatively impacted by non-residential related income. Residential-only same store revenues increased in Boston 1.9% sequentially.

3rd Quarter 2013 Earnings Release 13

Equity Residential
September YTD 2013 vs. September YTD 2012
Same Store Results/Statistics by Market
								Increase (Decrease) from Prior Year
		Sept. YTD 13 % of Actual NOI		Sept. YTD 13 Average Rental Rate (1)		Sept. YTD 13 Weighted Average Occupancy %
														Average Rental Rate (1)
	Apartment Units
Markets/Metro Areas								Revenues		Expenses		NOI				Occupancy
Core:
Washington DC	10,564	15.2	%	$	2,101	95.2	%	2.6	%	0.8	%	3.4	%	2.8	%	(0.3	%)
New York	7,176	14.7	%	3,468		95.9	%	4.7	%	5.6	%	4.0	%	4.9	%	(0.3	%)
Los Angeles	8,894	11.3	%	1,916		95.7	%	4.3	%	4.0	%	4.5	%	3.8	%	0.3	%
Boston (2)	5,832	10.0	%	2,612		95.2	%	3.9	%	4.5	%	3.6	%	3.9	%	0.0	%
South Florida	10,637	9.9	%	1,521		95.2	%	4.5	%	2.5	%	5.8	%	4.2	%	0.2	%
San Francisco	7,821	9.7	%	1,918		95.1	%	8.8	%	2.3	%	12.6	%	8.7	%	0.1	%
Seattle	6,548	7.3	%	1,711		95.5	%	5.4	%	4.6	%	5.9	%	5.4	%	0.1	%
Denver	6,767	6.0	%	1,281		95.9	%	7.7	%	5.3	%	8.7	%	7.3	%	0.3	%
San Diego	3,217	4.1	%	1,866		95.4	%	3.9	%	2.7	%	4.4	%	3.0	%	0.6	%
Orange County, CA	3,490	4.1	%	1,688		95.7	%	3.9	%	2.4	%	4.6	%	3.7	%	0.1	%
Subtotal – Core	70,946	92.3	%	2,006		95.5	%	4.8	%	3.6	%	5.4	%	4.6	%	0.1	%
Non-Core:
Inland Empire, CA	3,081	3.1	%	1,502		95.3	%	3.4	%	1.0	%	4.5	%	2.9	%	0.4	%
Orlando	3,383	2.4	%	1,122		95.7	%	4.3	%	(0.6	%)	7.4	%	3.9	%	0.3	%
New England (excluding Boston)	1,965	1.2	%	1,220		94.8	%	2.3	%	4.9	%	0.0	%	2.8	%	(0.4	%)
Phoenix	872	0.5	%	887		94.7	%	1.2	%	(3.8	%)	4.6	%	0.9	%	0.2	%
Tacoma, WA	522	0.3	%	997		94.3	%	8.6	%	4.8	%	12.4	%	2.8	%	4.9	%
Atlanta	330	0.2	%	1,353		95.0	%	3.1	%	(4.9	%)	10.0	%	4.4	%	(1.2	%)
Subtotal – Non-Core	10,153	7.7	%	1,238		95.2	%	3.5	%	1.0	%	5.1	%	3.2	%	0.4	%
Total	81,099	100.0	%	$	1,910	95.4	%	4.7	%	3.3	%	5.4	%	4.5	%	0.1	%
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
(2) September year-to-date same store revenues in Boston were negatively impacted by non-residential related income. Residential-only same store revenues increased in Boston 5.3% September year-to-date.

3rd Quarter 2013 Earnings Release 14

Equity Residential
Third Quarter 2013 vs. Third Quarter 2012
Same Store Operating Expenses for 82,553 Same Store Apartment Units
$ in thousands
										% of Actual Q3 2013 Operating Expenses
	Actual Q3 2013		Actual Q3 2012		$ Change			% Change
Real estate taxes	$	51,834	$	47,551	$	4,283		9.0	%	32.5	%
On-site payroll (1)	34,266		33,351		915			2.7	%	21.5	%
Utilities (2)	23,658		23,058		600			2.6	%	14.9	%
Repairs and maintenance (3)	22,595		21,976		619			2.8	%	14.2	%
Property management costs (4)	15,067		16,707		(1,640		)	(9.8	%)	9.5	%
Insurance	5,012		4,717		295			6.3	%	3.1	%
Leasing and advertising	2,462		2,536		(74		)	(2.9	%)	1.5	%
Other on-site operating expenses (5)	4,408		4,554		(146		)	(3.2	%)	2.8	%
Same store operating expenses	$	159,302	$	154,450	$	4,852		3.1	%	100.0	%
September YTD 2013 vs. September YTD 2012
Same Store Operating Expenses for 81,099 Same Store Apartment Units
$ in thousands
										% of Actual YTD 2013 Operating Expenses
	Actual YTD 2013		Actual YTD 2012		$ Change			% Change
Real estate taxes	$	150,852	$	140,089	$	10,763		7.7	%	32.6	%
On-site payroll (1)	99,109		97,775		1,334			1.4	%	21.4	%
Utilities (2)	69,474		66,885		2,589			3.9	%	15.0	%
Repairs and maintenance (3)	63,099		60,332		2,767			4.6	%	13.7	%
Property management costs (4)	44,532		47,620		(3,088		)	(6.5	%)	9.6	%
Insurance	14,779		13,904		875			6.3	%	3.2	%
Leasing and advertising	7,150		6,952		198			2.8	%	1.6	%
Other on-site operating expenses (5)	13,514		14,043		(529		)	(3.8	%)	2.9	%
Same store operating expenses	$	462,509	$	447,600	$	14,909		3.3	%	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 ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees.

3rd Quarter 2013 Earnings Release 15

Equity Residential
Debt Summary as of September 30, 2013
(Amounts in thousands)
							Weighted Average Maturities (years)
					Weighted Average Rates (1)
	Amounts (1)		% of Total
Secured	$	6,230,675	53.2	%	4.25	%	6.6
Unsecured	5,476,522		46.8	%	4.93	%	4.8
Total	$	11,707,197	100.0	%	4.58	%	5.7
Fixed Rate Debt:
Secured – Conventional	$	5,547,506	47.4	%	4.67	%	5.0
Unsecured – Public/Private	4,726,522		40.4	%	5.57	%	5.3
Fixed Rate Debt	10,274,028		87.8	%	5.09	%	5.2
Floating Rate Debt:
Secured – Conventional	57,133		0.5	%	2.33	%	1.0
Secured – Tax Exempt	626,036		5.3	%	0.60	%	19.4
Unsecured – Public/Private	750,000		6.4	%	1.66	%	1.3
Unsecured – Revolving Credit Facility	—		—		1.28	%	4.5
Floating Rate Debt	1,433,169		12.2	%	1.23	%	9.4
Total	$	11,707,197	100.0	%	4.58	%	5.7

(1) Net of the effect of any derivative instruments. Weighted average rates are for the nine months ended September 30, 2013.

Note: The Company capitalized interest of approximately $32.9 million and $15.8 million during the nine months ended September 30, 2013 and 2012, respectively. The Company capitalized interest of approximately $12.9 million and $5.7 million during the quarters ended September 30, 2013 and 2012, respectively.

______________________________________________________________________________________________________

Debt Maturity Schedule as of September 30, 2013
(Amounts in thousands)
												Weighted Average Rates on Fixed Rate Debt (1)		Weighted Average Rates on Total Debt (1)
	Fixed Rate (1)			Floating Rate (1)
Year								Total		% of Total
2013	$	3,004		$	131			$	3,135	0.0	%	5.41	%	5.32	%
2014	1,517,991		(2)	49,017				1,567,008		13.4	%	5.67	%	5.57	%
2015	420,449			750,000			(3)	1,170,449		10.0	%	6.28	%	3.12	%
2016	1,193,251			—				1,193,251		10.2	%	5.34	%	5.34	%
2017	2,171,735		(4)	456				2,172,191		18.6	%	6.20	%	6.20	%
2018	84,355			724				85,079		0.7	%	5.61	%	5.61	%
2019	806,634			20,766				827,400		7.1	%	5.48	%	5.35	%
2020	1,678,601			809				1,679,410		14.3	%	5.49	%	5.49	%
2021	1,195,243			856				1,196,099		10.2	%	4.63	%	4.64	%
2022	228,933			905				229,838		2.0	%	3.17	%	3.18	%
2023+	800,999			675,944				1,476,943		12.6	%	4.22	%	2.50	%
Premium/(Discount)	172,833			(66,439		)		106,394		0.9	%	N/A		N/A
Total	$	10,274,028		$	1,433,169			$	11,707,197	100.0	%	5.43	%	4.86	%

(1)	Net of the effect of any derivative instruments. Weighted average rates are as of September 30, 2013.
(2)	On October 1, 2013, the Company paid off the $963.5 million outstanding of 5.883% mortgage debt assumed as a part of the Archstone transaction, prior to the November 1, 2014 maturity date. Following this payoff, remaining debt maturing in 2014 totals $603.5 million.
(3)	Includes the Company's senior unsecured $750.0 million delayed draw term loan facility that matures on January 11, 2015 and is subject to a one-year extension option exercisable by the Company.
(4)	Includes $1.27 billion in Archstone mortgage notes payable of which $825.0 million may be paid off in the fourth quarter of 2013 in connection with certain planned refinancing activities described more fully on page 3 of this release. The approximately $440.0 million balance will remain outstanding and continue to mature in November 2017. Following these anticipated refinancing activities, remaining debt maturing in 2017 would be $1.3 billion.

3rd Quarter 2013 Earnings Release 16

Equity Residential
Unsecured Debt Summary as of September 30, 2013
(Amounts in thousands)
						Unamortized Premium/(Discount)
	Coupon Rate	Due Date		Face Amount					Net Balance
Fixed Rate Notes:
	5.250%	09/15/14		$	500,000	$	(59	)	$	499,941
	6.584%	04/13/15		300,000		(165		)	299,835
	5.125%	03/15/16		500,000		(130		)	499,870
	5.375%	08/01/16		400,000		(526		)	399,474
	5.750%	06/15/17		650,000		(1,907		)	648,093
	7.125%	10/15/17		150,000		(262		)	149,738
	4.750%	07/15/20		600,000		(3,090		)	596,910
	4.625%	12/15/21		1,000,000		(3,112		)	996,888
	3.000%	04/15/23		500,000		(4,227		)	495,773
	7.570%	08/15/26		140,000		—			140,000
				4,740,000		(13,478		)	4,726,522
Floating Rate Notes:
Delayed Draw Term Loan Facility	LIBOR+1.20%	01/11/15	(1)(2)	750,000		—			750,000
				750,000		—			750,000
Revolving Credit Facility:	LIBOR+1.05%	04/01/18	(1)(3)	—		—			—
Total Unsecured Debt				$	5,490,000	$	(13,478	)	$	5,476,522

(1)	Facilities are private. All other unsecured debt is public.
(2)	On January 11, 2013, the Company entered into a senior unsecured $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is dependent on the credit rating of the Company's long-term debt.
(3)	On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt. As of September 30, 2013, there was approximately $2.47 billion available on the Company's unsecured revolving credit facility.

3rd Quarter 2013 Earnings Release 17

Equity Residential
Selected Unsecured Public Debt Covenants
	September 30, 2013		June 30, 2013
Total Debt to Adjusted Total Assets (not to exceed 60%)	42.2	%	42.9	%
Secured Debt to Adjusted Total Assets (not to exceed 40%)	22.4	%	22.9	%
Consolidated Income Available for Debt Service to
Maximum Annual Service Charges
(must be at least 1.5 to 1)	2.65		2.68
Total Unsecured Assets to Unsecured Debt	324.6	%	315.4	%
(must be at least 150%)
These selected covenants relate to ERP Operating Limited Partnership's ("ERPOP") outstanding unsecured public debt. Equity Residential is the general partner of ERPOP.

3rd Quarter 2013 Earnings Release 18

Equity Residential
Capital Structure as of September 30, 2013
(Amounts in thousands except for share/unit and per share amounts)
Secured Debt					$	6,230,675	53.2	%
Unsecured Debt					5,476,522		46.8	%
Total Debt					11,707,197		100.0	%	36.8	%
Common Shares (includes Restricted Shares)	360,395,959		96.2	%
Units (includes OP Units and LTIP Units)	14,200,376		3.8	%
Total Shares and Units	374,596,335		100.0	%
Common Share Price at September 30, 2013	$	53.57
					20,067,126		99.8	%
Perpetual Preferred Equity (see below)					50,000		0.2	%
Total Equity					20,117,126		100.0	%	63.2	%
Total Market Capitalization					$	31,824,323			100.0	%

__________________________________________________________________________________________________________________________________________

Perpetual Preferred Equity as of September 30, 2013
(Amounts in thousands except for share and per share amounts)
					Annual Dividend Per Share		Annual Dividend Amount
	Redemption Date	Outstanding Shares	Liquidation Value
Series
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

3rd Quarter 2013 Earnings Release 19

Equity Residential
Common Share and Unit
Weighted Average Amounts Outstanding
			YTD Q313	YTD Q312	Q313	Q312
Weighted Average Amounts Outstanding for Net Income Purposes:
Common Shares - basic			352,413,769	300,116,136	359,811,378	301,336,325
Shares issuable from assumed conversion/vesting of (1):
- OP Units			—	13,815,887	—	14,176,635
- long-term compensation shares/units			—	3,332,695	—	3,260,210
Total Common Shares and Units - diluted (1)			352,413,769	317,264,718	359,811,378	318,773,170
Weighted Average Amounts Outstanding for FFO and Normalized FFO Purposes:
Common Shares - basic			352,413,769	300,116,136	359,811,378	301,336,325
OP Units - basic			13,736,059	13,815,887	13,735,575	14,176,635
Total Common Shares and OP Units - basic			366,149,828	313,932,023	373,546,953	315,512,960
Shares issuable from assumed conversion/vesting of:
- long-term compensation shares/units			2,461,479	3,332,695	2,336,330	3,260,210
Total Common Shares and Units - diluted			368,611,307	317,264,718	375,883,283	318,773,170
Period Ending Amounts Outstanding:
Common Shares (includes Restricted Shares)			360,395,959	302,674,716
Units (includes OP Units and LTIP Units)			14,200,376	14,399,790
Total Shares and Units			374,596,335	317,074,506
(1	)	Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations during the nine months and quarter ended September 30, 2013.

3rd Quarter 2013 Earnings Release 20

Equity Residential
Partially Owned Entities as of September 30, 2013
(Amounts in thousands except for project and apartment unit amounts)
	Consolidated									Unconsolidated
	Development Projects									Development Projects
	Held for and/or Under Development (4)									Held for and/or Under Development (5)			Completed, Not Stabilized (6)			Operating
				Operating			Total												Total
Total projects (1)	—			19			19			—			1			1			2
Total apartment units (1)	—			3,752			3,752			—			501			336			837
Operating information for the nine months ended 9/30/13 (at 100%):
Operating revenue	$	12		$	59,666		$	59,678		$	1,305		$	1,861		$	3,173		$	6,339
Operating expenses	407			18,458			18,865			1,141			1,023			1,402			3,566
Net operating (loss) income	(395		)	41,208			40,813			164			838			1,771			2,773
Depreciation	—			26,478			26,478			84			—			4,165			4,249
General and administrative/other	520			79			599			23			—			141			164
Operating (loss) income	(915		)	14,651			13,736			57			838			(2,535		)	(1,640		)
Interest and other income	2			3			5			—			—			10			10
Other expenses	(334		)	(4		)	(338		)	—			—			—			—
Interest:
Expense incurred, net	(2		)	(10,615		)	(10,617		)	(152		)	(501		)	(658		)	(1,311		)
Amortization of deferred financing costs	—			(216		)	(216		)	—			—			(1		)	(1		)
(Loss) income before income and other taxes, (loss) from
investments in unconsolidated entities, net (loss)
gain on sales of land parcels and discontinued
operations	(1,249		)	3,819			2,570			(95		)	337			(3,184		)	(2,942		)
Income and other tax (expense) benefit	(11		)	(56		)	(67		)	—			—			—			—
(Loss) from investments in unconsolidated entities	—			(1,010		)	(1,010		)	—			—			—			—
Net (loss) on sales of land parcels	(17		)	—			(17		)	—			—			—			—
Net gain on sales of discontinued operations	—			26,673			26,673			—			—			—			—
Net (loss) income	$	(1,277	)	$	29,426		$	28,149		$	(95	)	$	337		$	(3,184	)	$	(2,942	)
Debt - Secured (2):
EQR Ownership (3)	$	—		$	280,671		$	280,671		$	42,914		$	9,044		$	6,110		$	58,068
Noncontrolling Ownership	—			78,059			78,059			75,809			36,173			24,440			136,422
Total (at 100%)	$	—		$	358,730		$	358,730		$	118,723		$	45,217		$	30,550		$	194,490

(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 with the exception of 50% of the current $5.7 million outstanding debt balance on one unconsolidated development project.
(3)	Represents the Company's current equity ownership interest.
(4)	See Projects Under Development - Partially Owned on page 22 for further information.
(5)	See Projects Under Development - Unconsolidated on page 23 for further information.
(6)	Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing. See Projects Under Development - Unconsolidated on page 23 for further information.
Note:	The above table excludes the Company's interests in unconsolidated joint ventures entered into with AvalonBay ("AVB") in connection with the Archstone transaction. These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests have an aggregate liquidation value of $88.3 million at September 30, 2013. The ventures are owned 60% by the Company and 40% by AVB.

3rd Quarter 2013 Earnings Release 21

Equity Residential
Consolidated Development and Lease-Up Projects as of September 30, 2013
(Amounts in thousands except for project and apartment unit amounts)
Projects		Location	No. of Apartment Units	Total Capital Cost (1)		Total Book Value to Date		Total Book Value Not Placed in Service		Total Debt		Percentage Completed			Percentage Leased			Percentage Occupied		Estimated Completion Date	Estimated Stabilization Date
Projects Under Development - Wholly Owned:
Jia (formerly Chinatown Gateway)		Los Angeles, CA	280	$	92,920	$	79,564	$	79,564	$	—	85		%	3		%	—		Q4 2013	Q3 2015
Oasis at Delray Beach II (2)		Delray Beach, FL	128	23,739		19,669		19,669		—		89		%	11		%	—		Q1 2014	Q2 2014
Residences at Westgate I (formerly Westgate II)		Pasadena, CA	252	125,293		89,319		89,319		—		60		%	—			—		Q1 2014	Q1 2015
1111 Belle Pre (formerly The Madison)		Alexandria, VA	360	115,072		95,437		95,437		—		86		%	12		%	—		Q1 2014	Q2 2015
Urbana (formerly Market Street Landing)		Seattle, WA	287	90,024		68,106		68,106		—		76		%	—			—		Q1 2014	Q3 2015
Reserve at Town Center III		Mill Creek, WA	95	21,330		14,036		14,036		—		60		%	—			—		Q2 2014	Q4 2014
Residences at Westgate II (formerly Westgate III)		Pasadena, CA	88	54,037		28,871		28,871		—		29		%	—			—		Q2 2014	Q1 2015
170 Amsterdam (3)		New York, NY	237	110,892		31,524		31,524		—		17		%	—			—		Q1 2015	Q1 2016
West Seattle		Seattle, WA	206	67,112		16,233		16,233		—		1		%	—			—		Q4 2015	Q3 2016
Tallman		Seattle, WA	303	84,277		20,339		20,339		—		1		%	—			—		Q4 2015	Q2 2017
Tasman		San Jose, CA	554	214,923		32,474		32,474		—		1		%	—			—		Q2 2016	Q2 2018
Projects Under Development - Wholly Owned			2,790	999,619		495,572		495,572		—
Projects Under Development - Partially Owned:
Park Aire (formerly Enclave at Wellington) (2)		Wellington, FL	268	50,000		44,616		44,616		—		91		%	15		%	5	%	Q1 2014	Q1 2015
400 Park Avenue South (4)		New York, NY	269	251,961		152,651		152,651		—		45		%	—			—		Q2 2015	Q1 2016
Projects Under Development - Partially Owned			537	301,961		197,267		197,267		—
Projects Under Development			3,327	1,301,580		692,839		692,839		—
Completed Not Stabilized - Wholly Owned (5):
Breakwater at Marina Del Rey (3) (6) (7)		Marina Del Rey, CA	224	90,449		86,388		—		27,000					66		%	64	%	Completed	Q2 2014
Gaithersburg Station (7) (8)		Gaithersburg, MD	389	93,000		92,191		—		89,653					77		%	72	%	Completed	Q2 2014
Projects Completed Not Stabilized - Wholly Owned			613	183,449		178,579		—		116,653
Projects Completed Not Stabilized			613	183,449		178,579		—		116,653
Completed and Stabilized During the Quarter - Wholly Owned:
2201 Pershing Drive		Arlington, VA	188	61,338		58,660		—		—					98		%	97	%	Completed	Stabilized
Projects Completed and Stabilized During the Quarter - Wholly Owned			188	61,338		58,660		—		—
Projects Completed and Stabilized During the Quarter			188	61,338		58,660		—		—
Total Consolidated Projects			4,128	$	1,546,367	$	930,078	$	692,839	$	116,653
Land Held for Development			N/A	N/A		$	505,494	$	505,494	$	—
												Total Capital Cost (1)			Q3 2013 NOI
NOI CONTRIBUTION FROM CONSOLIDATED DEVELOPMENT PROJECTS
Projects Under Development												$	1,301,580		$	(324	)
Completed Not Stabilized												183,449			1,245
Completed and Stabilized During the Quarter												61,338			922
Total Consolidated Development NOI Contribution												$	1,546,367		$	1,843
(1)	Total capital cost represents estimated cost for projects under development and/or developed and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.
(2)	The Company acquired this development project in connection with the Archstone transaction and is continuing development activities. The Company owns 100% of Oasis at Delray Beach II and has a 95.0% ownership interest in Park Aire.
(3)	The land under this development is subject to a long term ground lease.
(4)	The Company is jointly developing with Toll Brothers (NYSE: TOL) a project at 400 Park Avenue South in New York City with the Company's rental portion on floors 2-22 and Toll's for sale portion on floors 23-40. The total capital cost and total book value to date represent only the Company's portion of the project. Toll Brothers has funded $86.2 million for their allocated share of the project.
(5)	Properties included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.
(6)	The Company acquired this property in connection with the Archstone transaction and has completed renovations. The non-recourse loan on this property has a current outstanding balance of $27.0 million, bears interest at LIBOR plus 1.75% and matures September 1, 2014.
(7)	Amounts have been adjusted to reflect Q2/Q3 2013 changes to the purchase price allocation for these projects which were acquired in the Archstone transaction.
(8)	The Company acquired this completed development project prior to stabilization in connection with the Archstone transaction and is continuing lease-up activities. This project has a non-recourse loan with a current outstanding balance of $89.7 million, bears interest at 5.24% and matures April 1, 2053.

3rd Quarter 2013 Earnings Release 22

Equity Residential
Unconsolidated Development and Lease-Up Projects as of September 30, 2013
(Amounts in thousands except for project and apartment unit amounts)
Projects		Location	Percentage Ownership	No. of Apartment Units	Total Capital Cost (1)		Total Book Value to Date		Total Book Value Not Placed in Service		Total Debt		Percentage Completed		Percentage Leased		Percentage Occupied		Estimated Completion Date	Estimated Stabilization Date
Projects Under Development - Unconsolidated:
San Norterra (2)		Phoenix, AZ	85.0%	388	$	56,250	$	52,842	$	52,842	$	30,816	96	%	72	%	61	%	Q4 2013	Q2 2014
Domain (3)		San Jose, CA	20.0%	444	154,570		147,433		147,433		82,168		93	%	31	%	25	%	Q4 2013	Q4 2015
Parkside at Emeryville (4) (5)		Emeryville, CA	5.0%	180	75,000		38,528		38,528		5,739		38	%	—		—		Q3 2014	Q4 2015
Projects Under Development - Unconsolidated				1,012	285,820		238,803		238,803		118,723
Projects Under Development				1,012	285,820		238,803		238,803		118,723
Completed Not Stabilized - Unconsolidated (6):
Nexus Sawgrass (formerly Sunrise Village) (3)		Sunrise, FL	20.0%	501	78,212		77,290		—		45,217				58	%	52	%	Completed	Q3 2014
Projects Completed Not Stabilized - Unconsolidated				501	78,212		77,290		—		45,217
Projects Completed Not Stabilized				501	78,212		77,290		—		45,217
Total Unconsolidated Projects				1,513	$	364,032	$	316,093	$	238,803	$	163,940
(1)	Total capital cost represents estimated cost for projects under development and/or developed and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.
(2)	The Company acquired this development project in connection with the Archstone transaction. Total project costs are approximately $56.3 million and construction is being partially funded with a non-recourse construction loan. San Norterra has a maximum debt commitment of $34.8 million, the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015.
(3)	These development projects 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 $48.7 million, the loan bears interest at 5.60% and matures January 1, 2021. Domain has a maximum debt commitment of $98.6 million, the loan bears interest at 5.75% and matures January 1, 2022.
(4)	The Company acquired this development project in connection with the Archstone transaction. Total project costs are approximately $75.0 million and construction is being partially funded with a construction loan. Parkside at Emeryville has a maximum debt commitment of $39.5 million, the loan bears interest at LIBOR plus 2.25% and matures August 14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.
(5)	Amounts have been adjusted to reflect Q2/Q3 2013 changes to the purchase price allocation for this project which was acquired in the Archstone transaction.
(6)	Properties included here are substantially complete. However, they may still require additional exterior and interior work for all apartment units to be available for leasing.

3rd Quarter 2013 Earnings Release 23

Equity Residential
Repairs and Maintenance Expenses and Capital Expenditures to Real Estate
For the Nine Months Ended September 30, 2013
(Amounts in thousands except for apartment unit and per apartment unit amounts)
			Repairs and Maintenance Expenses												Capital Expenditures to Real Estate													Total Expenditures
		Total Apartment Units (1)	Expense (2)		Avg. Per Apartment Unit		Payroll (3)		Avg. Per Apartment Unit		Total		Avg. Per Apartment Unit		Replacements (4)		Avg. Per Apartment Unit		Building Improvements (5)		Avg. Per Apartment Unit		Total		Avg. Per Apartment Unit			Grand Total		Avg. Per Apartment Unit
Same Store Properties (6)		81,099	$	63,099	$	778	$	48,658	$	600	$	111,757	$	1,378	$	36,029	$	444	$	34,737	$	429	$	70,766	$	873	(9)	$	182,523	$	2,251
Non-Same Store Properties (7)		22,698	15,290		830		10,846		589		26,136		1,419		11,230		610		9,758		530		20,988		1,140			47,124		2,559
Other (8)		—	6,590				10,089				16,679				2,899				2,213				5,112					21,791
Total		103,797	$	84,979			$	69,593			$	154,572			$	50,158			$	46,708			$	96,866				$	251,438
(1)	Total Apartment Units - Excludes 837 unconsolidated apartment units and 5,161 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)	Repairs and Maintenance Expenses - 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.
(3)	Maintenance Payroll - Includes payroll and related expenses for maintenance staff.
(4)	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 $15.2 million spent during the nine months ended September 30, 2013 on apartment unit renovations/rehabs (primarily kitchens and baths) on 2,046 apartment units (equating to about $7,400 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets. In 2013, the Company expects to spend approximately $30.0 million for all unit renovation/rehab costs, of which approximately $20.0 million will be spent on same store properties, at a weighted average cost of $7,000 to $8,000 per apartment unit rehabbed.
(5)	Building Improvements - Includes roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.
(6)	Same Store Properties - Primarily includes all properties acquired or completed and stabilized prior to January 1, 2012, less properties subsequently sold.
(7)	Non-Same Store Properties - Primarily includes all properties acquired during 2012 and 2013, plus any properties in lease-up and not stabilized as of January 1, 2012. Per apartment unit amounts are based on a weighted average of 18,413 apartment units. Includes approximately seven months of activity for the Archstone properties.
(8)	Other - Primarily includes expenditures for properties sold during the period.
(9)	For 2013, the Company estimates that it will spend approximately $1,200 per apartment unit of capital expenditures for the approximately 80,000 apartment units that the Company expects to have in its annual same store set, inclusive of apartment unit renovation/rehab costs, or $950 per apartment unit excluding apartment unit renovation/rehab costs.

3rd Quarter 2013 Earnings Release 24

Equity Residential
Discontinued Operations
(Amounts in thousands)
	Nine Months Ended September 30,						Quarter Ended September 30,
	2013			2012			2013			2012
REVENUES
Rental income	$	110,986		$	334,968		$	8,418		$	108,459
Total revenues	110,986			334,968			8,418			108,459
EXPENSES (1)
Property and maintenance	33,181			79,482			3,272			25,608
Real estate taxes and insurance	10,578			29,599			396			11,480
Property management	1			211			—			70
Depreciation	31,976			94,792			2,273			29,497
General and administrative	76			87			3			44
Total expenses	75,812			204,171			5,944			66,699
Discontinued operating income	35,174			130,797			2,474			41,760
Interest and other income	156			81			65			34
Other expenses	(3		)	(170		)	—			(23		)
Interest (2):
Expense incurred, net	(1,276		)	(3,357		)	(18		)	(995		)
Amortization of deferred financing costs	(228		)	(119		)	—			(27		)
Income and other tax (expense) benefit	(503		)	23			(40		)	(1		)
Discontinued operations	33,320			127,255			2,481			40,748
Net gain on sales of discontinued operations	1,990,577			307,447			401,703			103,394
Discontinued operations, net	$	2,023,897		$	434,702		$	404,184		$	144,142
(1) Includes expenses paid in the current period for properties sold 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.

3rd Quarter 2013 Earnings Release 25

Equity Residential
Normalized FFO Guidance Reconciliations and Non-Comparable Items
(Amounts in thousands except per share data)
(All per share data is diluted)
Normalized FFO Guidance Reconciliations
	Normalized
	FFO Reconciliations
	Guidance Q3 2013
	to Actual Q3 2013
	Amounts		Per Share
Guidance Q3 2013 Normalized FFO - Diluted (2) (3)	$	274,077	$	0.729
Property NOI (primarily Archstone properties)	188		0.001
Other	443		0.001
Actual Q3 2013 Normalized FFO - Diluted (2) (3)	$	274,708	$	0.731

_____________________________________________________________________________________________________________________

Non-Comparable Items – Adjustments from FFO to Normalized FFO (2) (3)
	Nine Months Ended September 30,									Quarter Ended September 30,
	2013			2012			Variance			2013			2012			Variance
Impairment	$	—		$	—		$	—		$	—		$	—		$	—
Asset impairment and valuation allowances	—			—			—			—			—			—
Archstone merger costs (merger expenses)	19,741			1,921			17,820			182			87			95
Archstone merger costs (loss from investments in unconsolidated entities due to merger expenses)	54,781			—			54,781			1,771			—			1,771
Property acquisition costs (other expenses)	203			6,836			(6,633		)	21			1,341			(1,320		)
Write-off of pursuit costs (other expenses)	3,969			6,141			(2,172		)	604			2,576			(1,972		)
Property acquisition costs and write-off of pursuit costs	78,694			14,898			63,796			2,578			4,004			(1,426		)
Prepayment premiums/penalties (interest expense)	71,443			272			71,171			—			—			—
Write-off of unamortized deferred financing costs (interest expense) (A)	4,126			2,111			2,015			—			964			(964		)
Write-off of unamortized (premiums)/discounts/OCI (interest expense)	3,251			(42		)	3,293			—			—			—
Premium on redemption of Preferred Shares (B)	—			5,150			(5,150		)	—			5,150			(5,150		)
Debt extinguishment (gains) losses, including prepayment penalties, preferred share redemptions and non-cash convertible debt discounts	78,820			7,491			71,329			—			6,114			(6,114		)
Net (gain) loss on sales of land parcels	(12,179		)	—			(12,179		)	2,437			—			2,437
Net incremental (gain) on sales of condominium units	(7		)	(49		)	42			—			—			—
Income and other tax expense (benefit) - Condo sales	—			(92		)	92			—			—			—
(Gain) on sale of Equity Corporate Housing (ECH)	(709		)	(350		)	(359		)	(108		)	—			(108		)
(Gain) on sale of investment securities	(830		)	—			(830		)	(830		)	—			(830		)
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)	(13,725		)	(491		)	(13,234		)	1,499			—			1,499
Insurance/litigation settlement expense (other expenses)	3,361			4,714			(1,353		)	3,361			—			3,361
Prospect Towers garage insurance proceeds (real estate taxes and insurance)	—			(3,467		)	3,467			—			—			—
Archstone termination fees (interest and other income)	—			(70,000		)	70,000			—			(70,000		)	70,000
Other (other expenses)	—			1,066			(1,066		)	—			90			(90		)
Other miscellaneous non-comparable items	3,361			(67,687		)	71,048			3,361			(69,910		)	73,271
Non-comparable items – Adjustments from FFO to Normalized FFO (2) (3)	$	147,150		$	(45,789	)	$	192,939		$	7,438		$	(59,792	)	$	67,230
(A) For the nine months ended September 30, 2013, includes $2.5 million of bridge loan costs related to the Archstone transaction.
(B) Includes $5.13 million of original issuance costs previously deferred.
Note: See page 29 for the definitions, the footnotes referenced above and the reconciliations of EPS to FFO and Normalized FFO.

3rd Quarter 2013 Earnings Release 26

Equity Residential
Normalized FFO Guidance and Assumptions
The guidance/projections provided below are based on current expectations and are forward-looking. All guidance is given on a Normalized FFO basis. Therefore, certain items excluded from Normalized FFO, such as debt extinguishment costs/prepayment penalties (including the $150.0 million that may be incurred in Q4 2013), property acquisition costs and the write-off of pursuit costs, are not included in the estimates provided on this page. See page 28 for estimates of property acquisition costs, prepayment premiums/penalties and other amounts not included in 2013 Normalized FFO guidance. See page 29 for the definitions, the footnotes referenced below and the reconciliations of EPS to FFO and Normalized FFO.
2013 Normalized FFO Guidance (per share diluted)
	Q4 2013	2013
Expected Normalized FFO (2) (3)	$0.75 to $0.77	$2.83 to $2.85
2013 Same Store Assumptions
Physical occupancy		95.4%
Revenue change		4.5%
Expense change		3.3%
NOI change		5.1%
(Note: The same store guidance above is computed based on the portfolio of approximately 80,000 apartment units that the Company expects to have in its annual same store set after the completion of its planned 2013 dispositions. 30 basis point change in NOI percentage = $0.01 per share change in EPS/FFO/Normalized FFO)
2013 Transaction Assumptions
Consolidated rental acquisitions (excluding Archstone)		$100.0 million
Consolidated rental dispositions - EQR assets		$4.4 billion
Consolidated rental dispositions - Archstone assets (pre-closing)		$500.0 million
Capitalization rate spread		110 basis points
2013 Debt Assumptions, Includes Impact of Archstone Debt Premium (see Note below)
Weighted average debt outstanding		$11.2 billion to $11.4 billion
Weighted average interest rate (reduced for capitalized interest)		4.22%
Interest expense		$472.6 million to $481.1 million
2013 Other Guidance Assumptions
General and administrative expense		$63.0 million
Interest and other income		$0.7 million
Income and other tax expense		$2.6 million
Debt offerings		$800.0 million
Equity ATM share offerings		No amounts budgeted
Preferred share offerings		No amounts budgeted
Weighted average Common Shares and Units - Diluted		370.5 million
Note: All debt assumptions include the impact of a mark-to-market non-cash adjustment relating to Archstone's debt that the Company assumed. Excluding the impact of the Archstone net debt premium, the Company's debt assumptions would be as follows:
Weighted average debt outstanding without Archstone net premium		$11.1 billion to $11.3 billion
Weighted average interest rate (reduced for capitalized interest) without Archstone net premium		4.56%
Interest expense without Archstone net premium		$506.2 million to $515.3 million

3rd Quarter 2013 Earnings Release 27

Equity Residential
2013 Non-Comparable Items Guidance
(Amounts in thousands)
The Non-Comparable Items provided below are based on current expectations and are forward looking.
Midpoint of Forecasted 2013 Non-Comparable Items – Adjustments from FFO to Normalized FFO (2) (3)
	Expected Q4 2013						Expected 2013
	Amounts			Per Share			Amounts			Per Share
Asset impairment and valuation allowances	$	—		$	—		$	—		$	—
Archstone merger costs (merger expenses)	—			—			19,741			0.05
Archstone merger costs (loss from investments in unconsolidated entities due to merger expenses)	1,269			—			56,050			0.15
Property acquisition costs (other expenses)	30			—			233			—
Write-off of pursuit costs (other expenses)	1,700			0.01			5,669			0.02
Property acquisition costs and write-off of pursuit costs	2,999			0.01			81,693			0.22
Prepayment premiums/penalties	150,000			0.40			221,443			0.60
Write-off of unamortized deferred financing costs	5,652			0.01			9,778			0.02
Write-off of unamortized (premiums)/discounts/OCI	(112,292		)	(0.30		)	(109,041		)	(0.29		)
Debt extinguishment (gains) losses, including prepayment penalties, preferred share redemptions and non-cash convertible debt discounts	43,360			0.11			122,180			0.33
Net (gain) loss on sales of land parcels	—			—			(12,179		)	(0.03		)
Net incremental (gain) on sales of condominium units	—			—			(7		)	—
(Gain) on sale of Equity Corporate Housing (ECH)	(761		)	—			(1,470		)	—
(Gain) on sale of investment securities	(1,292		)	—			(2,122		)	(0.01		)
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)	(2,053		)	—			(15,778		)	(0.04		)
Insurance/litigation settlement expense	—			—			3,361			0.01
Other miscellaneous non-comparable items	—			—			3,361			0.01
Non-comparable items – Adjustments from FFO to Normalized FFO (2) (3)	$	44,306		$	0.12		$	191,456		$	0.52
Note: See page 29 for the definitions, the footnotes referenced above and the reconciliations of EPS to FFO and Normalized FFO.

3rd Quarter 2013 Earnings Release 28

Equity Residential
Additional Reconciliations, Definitions and Footnotes
(Amounts in thousands except per share data)
(All per share data is diluted)
The guidance/projections provided below are based on current expectations and are forward-looking.
Reconciliations of EPS to FFO and Normalized FFO for Pages 7, 26 and 28
							Expected Q4 2013 Per Share	Expected 2013 Per Share
	Expected Q3 2013
	Amounts			Per Share
Expected Earnings - Diluted (5)	$	112,852		$	0.300		$0.21 to $0.23	$5.03 to $5.05
Add: Expected depreciation expense	316,372			0.841			0.47	2.70
Less: Expected net gain on sales (5)	(162,548		)	(0.432		)	(0.05)	(5.42)
Expected FFO - Diluted (1) (3)	266,676			0.709			0.63 to 0.65	2.31 to 2.33
Asset impairment and valuation allowances	—			—			—	—
Property acquisition costs and write-off of pursuit costs	5,153			0.014			0.01	0.22
Debt extinguishment (gains) losses, including prepayment penalties, preferred share redemptions and non-cash convertible debt discounts	—			—			0.11	0.33
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)	2,248			0.006			—	(0.04)
Other miscellaneous non-comparable items	—			—			—	0.01
Expected Normalized FFO - Diluted (2) (3)	$	274,077		$	0.729		$0.75 to $0.77	$2.83 to $2.85

Definitions and Footnotes for Pages 7, 26 and 28
(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;
		• gains and losses from early debt extinguishment, including prepayment penalties, preferred share 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 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 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 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, Normalized FFO and Normalized FFO available to Common Shares and Units do not represent net income, net income available to Common Shares or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units, Normalized FFO and Normalized FFO available to Common Shares and Units should not be exclusively considered as alternatives to net income, net income available to Common Shares 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, Normalized FFO and Normalized FFO available to Common Shares and 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 and Normalized FFO available to Common Shares and Units are calculated on a basis consistent with net income available to Common Shares and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares 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.
(5	)	Earnings represents net income per share calculated in accordance with accounting principles generally accepted in the United States. Expected earnings is calculated on a basis consistent with actual earnings. Due to the uncertain timing and extent of property dispositions and the resulting gains/losses on sales, actual earnings could differ materially from expected earnings.

Same Store NOI Reconciliation for Page 11
The following tables present reconciliations of operating income per the consolidated statements of operations to NOI for the September YTD 2013 and the Third Quarter 2013 Same Store Properties:
	Nine Months Ended September 30,						Quarter Ended September 30,
	2013			2012			2013			2012
Operating income	$	291,521		$	368,443		$	121,394		$	142,932
Adjustments:
Non-same store operating results	(267,183		)	(1,744		)	(107,813		)	663
Fee and asset management revenue	(7,399		)	(7,328		)	(2,566		)	(3,052		)
Fee and asset management expense	4,739			3,595			1,516			1,108
Depreciation	798,121			422,148			277,336			139,337
General and administrative	47,018			37,162			14,438			10,083
Same store NOI	$	866,817		$	822,276		$	304,305		$	291,071

3rd Quarter 2013 Earnings Release 29