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 MARCH 31, 2014

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 May 2, 2014 was 361,203,075.

EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended March 31, 2014 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company's and the Operating Partnership's corporate structure:

EQR is the general partner of, and as of March 31, 2014 owned an approximate 96.2% ownership interest in, ERPOP. The remaining 3.8% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP's day-to-day management.

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.

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 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 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 March 31, 2014 and December 31, 2013	2
Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2014 and 2013	3 to 4
Consolidated Statements of Cash Flows for the quarters ended March 31, 2014 and 2013	5 to 7
Consolidated Statement of Changes in Equity for the quarter ended March 31, 2014	8 to 9
Financial Statements of ERP Operating Limited Partnership:
Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	10
Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2014 and 2013	11 to 12
Consolidated Statements of Cash Flows for the quarters ended March 31, 2014 and 2013	13 to 15
Consolidated Statement of Changes in Capital for the quarter ended March 31, 2014	16 to 17
Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership	18 to 43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	44 to 64
Item 3. Quantitative and Qualitative Disclosures about Market Risk	64
Item 4. Controls and Procedures	64 to 65
PART II.
Item 1. Legal Proceedings	66
Item 1A. Risk Factors	66
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	66 to 67
Item 3. Defaults Upon Senior Securities	67
Item 4. Mine Safety Disclosures	67
Item 5. Other Information	67
Item 6. Exhibits	67

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

	March 31, 2014			December 31, 2013
ASSETS
Investment in real estate
Land	$	6,281,124		$	6,192,512
Depreciable property	19,623,472			19,226,047
Projects under development	865,177			988,867
Land held for development	295,357			393,522
Investment in real estate	27,065,130			26,800,948
Accumulated depreciation	(4,992,877		)	(4,807,709		)
Investment in real estate, net	22,072,253			21,993,239
Cash and cash equivalents	37,209			53,534
Investments in unconsolidated entities	205,068			178,526
Deposits – restricted	91,081			103,567
Escrow deposits – mortgage	43,995			42,636
Deferred financing costs, net	55,754			58,486
Other assets	384,271			404,557
Total assets	$	22,889,631		$	22,834,545
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	5,167,626		$	5,174,166
Notes, net	5,477,656			5,477,088
Lines of credit	298,000			115,000
Accounts payable and accrued expenses	161,838			118,791
Accrued interest payable	78,140			78,309
Other liabilities	321,043			347,748
Security deposits	72,735			71,592
Distributions payable	187,759			243,511
Total liabilities	11,764,797			11,626,205
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership	405,276			363,144
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 March 31, 2014 and December 31, 2013	50,000			50,000
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 361,148,189 shares issued and outstanding as of March 31, 2014 and 360,479,260 shares issued and outstanding as of December 31, 2013	3,611			3,605
Paid in capital	8,541,046			8,561,500
Retained earnings	1,944,798			2,047,258
Accumulated other comprehensive (loss)	(162,894		)	(155,162		)
Total shareholders’ equity	10,376,561			10,507,201
Noncontrolling Interests:
Operating Partnership	215,339			211,412
Partially Owned Properties	127,658			126,583
Total Noncontrolling Interests	342,997			337,995
Total equity	10,719,558			10,845,196
Total liabilities and equity	$	22,889,631		$	22,834,545

See accompanying notes

2

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
REVENUES
Rental income	$	630,725		$	502,562
Fee and asset management	2,717			2,160
Total revenues	633,442			504,722
EXPENSES
Property and maintenance	125,573			98,529
Real estate taxes and insurance	82,094			65,095
Property management	22,118			22,489
Fee and asset management	1,662			1,646
Depreciation	185,167			196,222
General and administrative	17,576			16,495
Total expenses	434,190			400,476
Operating income	199,252			104,246
Interest and other income	605			320
Other expenses	(657		)	(21,719		)
Interest:
Expense incurred, net	(113,049		)	(194,467		)
Amortization of deferred financing costs	(2,792		)	(6,948		)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359			(118,568		)
Income and other tax (expense) benefit	(222		)	(405		)
(Loss) from investments in unconsolidated entities	(1,409		)	(46,366		)
Net (loss) on sales of land parcels	(30		)	—
Income (loss) from continuing operations	81,698			(165,339		)
Discontinued operations, net	1,034			1,226,373
Net income	82,732			1,061,034
Net (income) attributable to Noncontrolling Interests:
Operating Partnership	(3,093		)	(43,323		)
Partially Owned Properties	(504		)	(25		)
Net income attributable to controlling interests	79,135			1,017,686
Preferred distributions	(1,036		)	(1,036		)
Net income available to Common Shares	$	78,099		$	1,016,650
Earnings per share – basic:
Income (loss) from continuing operations available to Common Shares	$	0.21		$	(0.47	)
Net income available to Common Shares	$	0.22		$	3.01
Weighted average Common Shares outstanding	360,470			337,532
Earnings per share – diluted:
Income (loss) from continuing operations available to Common Shares	$	0.21		$	(0.47	)
Net income available to Common Shares	$	0.22		$	3.01
Weighted average Common Shares outstanding	376,384			337,532
Distributions declared per Common Share outstanding	$	0.50		$	0.40

See accompanying notes

3

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
Comprehensive income:
Net income	$	82,732		$	1,061,034
Other comprehensive (loss) income:
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952		)	2,814
Losses reclassified into earnings from other comprehensive income	4,129			8,272
Other comprehensive income – other instruments:
Unrealized holding gains arising during the period	—			427
Other comprehensive income (loss) – foreign currency:
Currency translation adjustments arising during the period	91			(873		)
Other comprehensive (loss) income	(7,732		)	10,640
Comprehensive income	75,000			1,071,674
Comprehensive (income) attributable to Noncontrolling Interests	(3,302		)	(43,774		)
Comprehensive income attributable to controlling interests	$	71,698		$	1,027,900

See accompanying notes

4

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	82,732		$	1,061,034
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	185,167			220,038
Amortization of deferred financing costs	2,792			7,176
Amortization of above/below market leases	829			292
Amortization of discounts and premiums on debt	(2,938		)	(7,071		)
Amortization of deferred settlements on derivative instruments	3,996			8,139
Write-off of pursuit costs	452			2,533
Loss from investments in unconsolidated entities	1,409			46,366
Distributions from unconsolidated entities – return on capital	914			257
Net loss on sales of land parcels	30			—
Net (gain) on sales of discontinued operations	(71		)	(1,198,922		)
Unrealized (gain) on derivative instruments	(3		)	—
Compensation paid with Company Common Shares	12,981			10,236
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(418		)	1,733
Decrease in mortgage deposits	375			1,651
Decrease in other assets	18,613			15,220
Increase in accounts payable and accrued expenses	55,263			47,498
(Decrease) increase in accrued interest payable	(169		)	1,039
(Decrease) in other liabilities	(26,194		)	(18,437		)
Increase (decrease) in security deposits	1,143			(5,268		)
Net cash provided by operating activities	336,903			193,514
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Archstone, net of cash acquired	—			(4,000,643		)
Investment in real estate – acquisitions	(148,535		)	—
Investment in real estate – development/other	(122,340		)	(65,232		)
Improvements to real estate	(32,191		)	(26,599		)
Additions to non-real estate property	(159		)	(1,942		)
Interest capitalized for real estate and unconsolidated entities under development	(12,792		)	(8,413		)
Proceeds from disposition of real estate, net	—			2,955,398
Investments in unconsolidated entities	(6,254		)	(283		)
Distributions from unconsolidated entities – return of capital	7,680			—
Decrease in deposits on real estate acquisitions and investments, net	12,904			101,668
(Increase) decrease in mortgage deposits	(91		)	4,473
Acquisition of Noncontrolling Interests – Partially Owned Properties	(2,501		)	—
Net cash (used for) investing activities	(304,279		)	(1,041,573		)

See accompanying notes

5

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(60	)	$	(13,869	)
Mortgage deposits	(1,643		)	(632		)
Mortgage notes payable:
Lump sum payoffs	—			(584,020		)
Scheduled principal repayments	(3,034		)	(3,244		)
Notes, net:
Proceeds	—			750,000
Lines of credit:
Proceeds	1,751,000			5,850,000
Repayments	(1,568,000		)	(5,455,000		)
Proceeds from Employee Share Purchase Plan (ESPP)	1,741			1,763
Proceeds from exercise of options	15,785			7,174
Common Shares repurchased and retired	(1,777		)	—
Payment of offering costs	—			(406		)
Contributions – Noncontrolling Interests – Partially Owned Properties	5,684			3,299
Contributions – Noncontrolling Interests – Operating Partnership	3			3
Distributions:
Common Shares	(234,282		)	(249,330		)
Preferred Shares	(1,036		)	—
Noncontrolling Interests – Operating Partnership	(9,217		)	(10,837		)
Noncontrolling Interests – Partially Owned Properties	(4,113		)	(3,345		)
Net cash (used for) provided by financing activities	(48,949		)	291,556
Net (decrease) in cash and cash equivalents	(16,325		)	(556,503		)
Cash and cash equivalents, beginning of period	53,534			612,590
Cash and cash equivalents, end of period	$	37,209		$	56,087

See accompanying notes

6

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	112,152		$	182,356
Net cash paid for income and other taxes	$	596		$	483
Amortization of deferred financing costs:
Investment in real estate, net	$	—		$	(1	)
Deferred financing costs, net	$	2,792		$	7,177
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(3,506	)	$	(7,557	)
Notes, net	$	568		$	486
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(133	)	$	(133	)
Accumulated other comprehensive income	$	4,129		$	8,272
Loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	472		$	42,213
Other liabilities	$	937		$	4,153
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	862		$	257
Other liabilities	$	52		$	—
Unrealized (gain) on derivative instruments:
Other assets	$	7,279		$	1,471
Notes, net	$	—		$	(1,471	)
Other liabilities	$	4,670		$	(2,814	)
Accumulated other comprehensive income	$	(11,952	)	$	2,814
Acquisition of Archstone, net of cash acquired:
Investment in real estate, net	$	39,929		$	(8,707,967	)
Investments in unconsolidated entities	$	(33,993	)	$	(218,197	)
Deposits – restricted	$	—		$	(474	)
Escrow deposits – mortgage	$	—		$	(35,898	)
Deferred financing costs, net	$	—		$	(25,780	)
Other assets	$	(2,586	)	$	(204,523	)
Mortgage notes payable	$	—		$	3,076,876
Accounts payable and accrued expenses	$	(146	)	$	17,593
Accrued interest payable	$	—		$	11,256
Other liabilities	$	(3,204	)	$	117,391
Security deposits	$	—		$	10,949
Issuance of Common Shares	$	—		$	1,929,868
Noncontrolling Interests – Partially Owned Properties	$	—		$	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(12,774	)	$	(8,089	)
Investments in unconsolidated entities	$	(18	)	$	(324	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(1,454	)	$	(283	)
Other liabilities	$	(4,800	)	$	—
Other:
Foreign currency translation adjustments	$	(91	)	$	873

See accompanying notes

7

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in thousands)

(Unaudited)

	Quarter Ended
	March 31, 2014
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of year	$	50,000
Balance, end of period	$	50,000
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of year	$	3,605
Exercise of share options	5
Share-based employee compensation expense:
Restricted shares	1
Balance, end of period	$	3,611
PAID IN CAPITAL
Balance, beginning of year	$	8,561,500
Common Share Issuance:
Conversion of OP Units into Common Shares	480
Exercise of share options	15,780
Employee Share Purchase Plan (ESPP)	1,741
Conversion of restricted shares to LTIP Units	(278		)
Share-based employee compensation expense:
Restricted shares	4,869
Share options	3,122
ESPP discount	477
Common Shares repurchased and retired	(1,777		)
Supplemental Executive Retirement Plan (SERP)	848
Acquisition of Noncontrolling Interests – Partially Owned Properties	(553		)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership	(44,530		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership	(633		)
Balance, end of period	$	8,541,046
RETAINED EARNINGS
Balance, beginning of year	$	2,047,258
Net income attributable to controlling interests	79,135
Common Share distributions	(180,559		)
Preferred Share distributions	(1,036		)
Balance, end of period	$	1,944,798

See accompanying notes

8

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended
	March 31, 2014
SHAREHOLDERS’ EQUITY (continued)
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(155,162	)
Accumulated other comprehensive (loss) – derivative instruments:
Unrealized holding (losses) arising during the period	(11,952		)
Losses reclassified into earnings from other comprehensive income	4,129
Accumulated other comprehensive income – foreign currency:
Currency translation adjustments arising during the period	91
Balance, end of period	$	(162,894	)
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of year	$	211,412
Issuance of LTIP Units to Noncontrolling Interests	3
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner	(480		)
Conversion of restricted shares to LTIP Units	278
Equity compensation associated with Noncontrolling Interests	5,190
Net income attributable to Noncontrolling Interests	3,093
Distributions to Noncontrolling Interests	(7,188		)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership	2,398
Adjustment for Noncontrolling Interests ownership in Operating Partnership	633
Balance, end of period	$	215,339
PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	126,583
Net income attributable to Noncontrolling Interests	504
Contributions by Noncontrolling Interests	5,684
Distributions to Noncontrolling Interests	(4,113		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	(1,000		)
Balance, end of period	$	127,658

See accompanying notes

9

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	March 31, 2014			December 31, 2013
ASSETS
Investment in real estate
Land	$	6,281,124		$	6,192,512
Depreciable property	19,623,472			19,226,047
Projects under development	865,177			988,867
Land held for development	295,357			393,522
Investment in real estate	27,065,130			26,800,948
Accumulated depreciation	(4,992,877		)	(4,807,709		)
Investment in real estate, net	22,072,253			21,993,239
Cash and cash equivalents	37,209			53,534
Investments in unconsolidated entities	205,068			178,526
Deposits – restricted	91,081			103,567
Escrow deposits – mortgage	43,995			42,636
Deferred financing costs, net	55,754			58,486
Other assets	384,271			404,557
Total assets	$	22,889,631		$	22,834,545
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	5,167,626		$	5,174,166
Notes, net	5,477,656			5,477,088
Lines of credit	298,000			115,000
Accounts payable and accrued expenses	161,838			118,791
Accrued interest payable	78,140			78,309
Other liabilities	321,043			347,748
Security deposits	72,735			71,592
Distributions payable	187,759			243,511
Total liabilities	11,764,797			11,626,205
Commitments and contingencies
Redeemable Limited Partners	405,276			363,144
Capital:
Partners' Capital:
Preference Units	50,000			50,000
General Partner	10,489,455			10,612,363
Limited Partners	215,339			211,412
Accumulated other comprehensive (loss)	(162,894		)	(155,162		)
Total partners' capital	10,591,900			10,718,613
Noncontrolling Interests – Partially Owned Properties	127,658			126,583
Total capital	10,719,558			10,845,196
Total liabilities and capital	$	22,889,631		$	22,834,545

See accompanying notes

10

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
REVENUES
Rental income	$	630,725		$	502,562
Fee and asset management	2,717			2,160
Total revenues	633,442			504,722
EXPENSES
Property and maintenance	125,573			98,529
Real estate taxes and insurance	82,094			65,095
Property management	22,118			22,489
Fee and asset management	1,662			1,646
Depreciation	185,167			196,222
General and administrative	17,576			16,495
Total expenses	434,190			400,476
Operating income	199,252			104,246
Interest and other income	605			320
Other expenses	(657		)	(21,719		)
Interest:
Expense incurred, net	(113,049		)	(194,467		)
Amortization of deferred financing costs	(2,792		)	(6,948		)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359			(118,568		)
Income and other tax (expense) benefit	(222		)	(405		)
(Loss) from investments in unconsolidated entities	(1,409		)	(46,366		)
Net (loss) on sales of land parcels	(30		)	—
Income (loss) from continuing operations	81,698			(165,339		)
Discontinued operations, net	1,034			1,226,373
Net income	82,732			1,061,034
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Net income attributable to controlling interests	$	82,228		$	1,061,009
ALLOCATION OF NET INCOME:
Preference Units	$	1,036		$	1,036
General Partner	$	78,099		$	1,016,650
Limited Partners	3,093			43,323
Net income available to Units	$	81,192		$	1,059,973
Earnings per Unit – basic:
Income (loss) from continuing operations available to Units	$	0.21		$	(0.47	)
Net income available to Units	$	0.22		$	3.01
Weighted average Units outstanding	374,201			351,255
Earnings per Unit – diluted:
Income (loss) from continuing operations available to Units	$	0.21		$	(0.47	)
Net income available to Units	$	0.22		$	3.01
Weighted average Units outstanding	376,384			351,255
Distributions declared per Unit outstanding	$	0.50		$	0.40

See accompanying notes

11

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
Comprehensive income:
Net income	$	82,732		$	1,061,034
Other comprehensive (loss) income:
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952		)	2,814
Losses reclassified into earnings from other comprehensive income	4,129			8,272
Other comprehensive income – other instruments:
Unrealized holding gains arising during the period	—			427
Other comprehensive income (loss) – foreign currency:
Currency translation adjustments arising during the period	91			(873		)
Other comprehensive (loss) income	(7,732		)	10,640
Comprehensive income	75,000			1,071,674
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Comprehensive income attributable to controlling interests	$	74,496		$	1,071,649

See accompanying notes

12

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	82,732		$	1,061,034
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	185,167			220,038
Amortization of deferred financing costs	2,792			7,176
Amortization of above/below market leases	829			292
Amortization of discounts and premiums on debt	(2,938		)	(7,071		)
Amortization of deferred settlements on derivative instruments	3,996			8,139
Write-off of pursuit costs	452			2,533
Loss from investments in unconsolidated entities	1,409			46,366
Distributions from unconsolidated entities – return on capital	914			257
Net loss on sales of land parcels	30			—
Net (gain) on sales of discontinued operations	(71		)	(1,198,922		)
Unrealized (gain) on derivative instruments	(3		)	—
Compensation paid with Company Common Shares	12,981			10,236
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(418		)	1,733
Decrease in mortgage deposits	375			1,651
Decrease in other assets	18,613			15,220
Increase in accounts payable and accrued expenses	55,263			47,498
(Decrease) increase in accrued interest payable	(169		)	1,039
(Decrease) in other liabilities	(26,194		)	(18,437		)
Increase (decrease) in security deposits	1,143			(5,268		)
Net cash provided by operating activities	336,903			193,514
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Archstone, net of cash acquired	—			(4,000,643		)
Investment in real estate – acquisitions	(148,535		)	—
Investment in real estate – development/other	(122,340		)	(65,232		)
Improvements to real estate	(32,191		)	(26,599		)
Additions to non-real estate property	(159		)	(1,942		)
Interest capitalized for real estate and unconsolidated entities under development	(12,792		)	(8,413		)
Proceeds from disposition of real estate, net	—			2,955,398
Investments in unconsolidated entities	(6,254		)	(283		)
Distributions from unconsolidated entities – return of capital	7,680			—
Decrease in deposits on real estate acquisitions and investments, net	12,904			101,668
(Increase) decrease in mortgage deposits	(91		)	4,473
Acquisition of Noncontrolling Interests – Partially Owned Properties	(2,501		)	—
Net cash (used for) investing activities	(304,279		)	(1,041,573		)

See accompanying notes

13

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	$	(60	)	$	(13,869	)
Mortgage deposits	(1,643		)	(632		)
Mortgage notes payable:
Lump sum payoffs	—			(584,020		)
Scheduled principal repayments	(3,034		)	(3,244		)
Notes, net:
Proceeds	—			750,000
Lines of credit:
Proceeds	1,751,000			5,850,000
Repayments	(1,568,000		)	(5,455,000		)
Proceeds from EQR's Employee Share Purchase Plan (ESPP)	1,741			1,763
Proceeds from exercise of EQR options	15,785			7,174
OP Units repurchased and retired	(1,777		)	—
Payment of offering costs	—			(406		)
Contributions – Noncontrolling Interests – Partially Owned Properties	5,684			3,299
Contributions – Limited Partners	3			3
Distributions:
OP Units – General Partner	(234,282		)	(249,330		)
Preference Units	(1,036		)	—
OP Units – Limited Partners	(9,217		)	(10,837		)
Noncontrolling Interests – Partially Owned Properties	(4,113		)	(3,345		)
Net cash (used for) provided by financing activities	(48,949		)	291,556
Net (decrease) in cash and cash equivalents	(16,325		)	(556,503		)
Cash and cash equivalents, beginning of period	53,534			612,590
Cash and cash equivalents, end of period	$	37,209		$	56,087

See accompanying notes

14

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended March 31,
	2014			2013
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	112,152		$	182,356
Net cash paid for income and other taxes	$	596		$	483
Amortization of deferred financing costs:
Investment in real estate, net	$	—		$	(1	)
Deferred financing costs, net	$	2,792		$	7,177
Amortization of discounts and premiums on debt:
Mortgage notes payable	$	(3,506	)	$	(7,557	)
Notes, net	$	568		$	486
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(133	)	$	(133	)
Accumulated other comprehensive income	$	4,129		$	8,272
Loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	472		$	42,213
Other liabilities	$	937		$	4,153
Distributions from unconsolidated entities – return on capital:
Investments in unconsolidated entities	$	862		$	257
Other liabilities	$	52		$	—
Unrealized (gain) on derivative instruments:
Other assets	$	7,279		$	1,471
Notes, net	$	—		$	(1,471	)
Other liabilities	$	4,670		$	(2,814	)
Accumulated other comprehensive income	$	(11,952	)	$	2,814
Acquisition of Archstone, net of cash acquired:
Investment in real estate, net	$	39,929		$	(8,707,967	)
Investments in unconsolidated entities	$	(33,993	)	$	(218,197	)
Deposits – restricted	$	—		$	(474	)
Escrow deposits – mortgage	$	—		$	(35,898	)
Deferred financing costs, net	$	—		$	(25,780	)
Other assets	$	(2,586	)	$	(204,523	)
Mortgage notes payable	$	—		$	3,076,876
Accounts payable and accrued expenses	$	(146	)	$	17,593
Accrued interest payable	$	—		$	11,256
Other liabilities	$	(3,204	)	$	117,391
Security deposits	$	—		$	10,949
Issuance of OP Units	$	—		$	1,929,868
Noncontrolling Interests – Partially Owned Properties	$	—		$	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(12,774	)	$	(8,089	)
Investments in unconsolidated entities	$	(18	)	$	(324	)
Investments in unconsolidated entities:
Investments in unconsolidated entities	$	(1,454	)	$	(283	)
Other liabilities	$	(4,800	)	$	—
Other:
Foreign currency translation adjustments	$	(91	)	$	873

See accompanying notes

15

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL

(Amounts in thousands)

(Unaudited)

	Quarter Ended
	March 31, 2014
PARTNERS' CAPITAL
PREFERENCE UNITS
Balance, beginning of year	$	50,000
Balance, end of period	$	50,000
GENERAL PARTNER
Balance, beginning of year	$	10,612,363
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	480
Exercise of EQR share options	15,785
EQR's Employee Share Purchase Plan (ESPP)	1,741
Conversion of EQR restricted shares to LTIP Units	(278		)
Share-based employee compensation expense:
EQR restricted shares	4,870
EQR share options	3,122
EQR ESPP discount	477
OP Units repurchased and retired	(1,777		)
Net income available to Units – General Partner	78,099
OP Units – General Partner distributions	(180,559		)
Supplemental Executive Retirement Plan (SERP)	848
Acquisition of Noncontrolling Interests – Partially Owned Properties	(553		)
Change in market value of Redeemable Limited Partners	(44,530		)
Adjustment for Limited Partners ownership in Operating Partnership	(633		)
Balance, end of period	$	10,489,455
LIMITED PARTNERS
Balance, beginning of year	$	211,412
Issuance of LTIP Units to Limited Partners	3
Conversion of OP Units held by Limited Partners into OP Units held by General Partner	(480		)
Conversion of EQR restricted shares to LTIP Units	278
Equity compensation associated with Units – Limited Partners	5,190
Net income available to Units – Limited Partners	3,093
Units – Limited Partners distributions	(7,188		)
Change in carrying value of Redeemable Limited Partners	2,398
Adjustment for Limited Partners ownership in Operating Partnership	633
Balance, end of period	$	215,339
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Balance, beginning of year	$	(155,162	)
Accumulated other comprehensive (loss) – derivative instruments:
Unrealized holding (losses) arising during the period	(11,952		)
Losses reclassified into earnings from other comprehensive income	4,129
Accumulated other comprehensive income – foreign currency:
Currency translation adjustments arising during the period	91
Balance, end of period	$	(162,894	)

See accompanying notes

16

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands)

(Unaudited)

	Quarter Ended
	March 31, 2014
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of year	$	126,583
Net income attributable to Noncontrolling Interests	504
Contributions by Noncontrolling Interests	5,684
Distributions to Noncontrolling Interests	(4,113		)
Acquisition of Noncontrolling Interests – Partially Owned Properties	(1,000		)
Balance, end of period	$	127,658

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 March 31, 2014 owned an approximate 96.2% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues public equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of March 31, 2014, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 396 properties located in 12 states and the District of Columbia consisting of 111,537 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties	Apartment Units
Wholly Owned Properties	367	99,936
Master-Leased Properties – Consolidated	3	853
Partially Owned Properties – Consolidated	20	4,020
Partially Owned Properties – Unconsolidated	4	1,669
Military Housing	2	5,059
	396	111,537

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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, 2013 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

18

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, 2013.

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 tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2014, the Company has recorded a deferred tax asset, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

The Company is the controlling partner in various consolidated partnerships owning 20 properties and 4,020 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. 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 $10.0 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 March 31, 2014, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $52.5 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 March 31, 2014 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, 2013, companies are required to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). Companies are also required to report changes in AOCI balances. For significant items reclassified out of AOCI to net income in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required 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.

Effective January 1, 2014, companies are required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount a company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount a company expects to pay on behalf of its co-obligors. Companies are required to disclose the nature and amount of the obligation as well as other information about those obligations. This does not have a material effect on the Company's consolidated results of operations or financial position.

19

Effective January 1, 2015, the criteria for reporting discontinued operations will change. Only disposals representing a strategic shift in operations that has a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies will also be required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company adopted this standard effective January 1, 2014 but did not have any dispositions in the first quarter of 2014. Adoption of this standard did not have a material effect on the Company's overall consolidated results of operations or financial position. However, adoption will result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications.

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 quarter ended March 31, 2014:

	2014
Common Shares
Common Shares outstanding at January 1,	360,479,260
Common Shares Issued:
Conversion of OP Units	18,043
Exercise of share options	493,995
Employee Share Purchase Plan (ESPP)	37,928
Restricted share grants, net	162,349
Common Shares Other:
Conversion of restricted shares to LTIP Units	(12,146	)
Repurchased and retired	(31,240	)
Common Shares outstanding at March 31,	361,148,189
Units
Units outstanding at January 1,	14,180,376
LTIP Units, net	200,840
Conversion of restricted shares to LTIP Units	12,146
Conversion of OP Units to Common Shares	(18,043	)
Units outstanding at March 31,	14,375,319
Total Common Shares and Units outstanding at March 31,	375,523,508
Units Ownership Interest in Operating Partnership	3.8	%

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 –

20

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 March 31, 2014 and December 31, 2013.

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 March 31, 2014, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $405.3 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 changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the quarter ended March 31, 2014 (amounts in thousands):

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

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 March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		March 31, 2014		December 31, 2013
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 March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

(1) On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or

in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on Preferred Shares are payable quarterly.

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 quarter ended March 31, 2014:

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	2014
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	374,659,636
Issued to General Partner:
Exercise of EQR share options	493,995
EQR’s Employee Share Purchase Plan (ESPP)	37,928
EQR's restricted share grants, net	162,349
Issued to Limited Partners:
LTIP Units, net	200,840
OP Units Other:
Repurchased and retired	(31,240	)
General and Limited Partner Units outstanding at March 31,	375,523,508
Limited Partner Units
Limited Partner Units outstanding at January 1,	14,180,376
Limited Partner LTIP Units, net	200,840
Conversion of EQR restricted shares to LTIP Units	12,146
Conversion of Limited Partner OP Units to EQR Common Shares	(18,043	)
Limited Partner Units outstanding at March 31,	14,375,319
Limited Partner Units Ownership Interest in Operating Partnership	3.8	%

The Limited Partners of the Operating Partnership as of March 31, 2014 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 March 31, 2014 and December 31, 2013.

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 March 31, 2014, the Redeemable Limited Partner Units have a redemption value of approximately $405.3 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 changes in the redemption value of the Redeemable Limited Partners for the quarter ended March 31, 2014 (amounts in thousands):

22

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

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 March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		March 31, 2014		December 31, 2013
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

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

(2) Dividends on Preference Units are payable quarterly.

Other

On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company (as discussed in Note 4 below). The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders.

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

Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. Considering the repurchase activity for the quarter ended March 31, 2014 (see discussion below), EQR has remaining authorization to repurchase an additional 12,968,760 of its shares as of March 31, 2014.

During the quarter ended March 31, 2014, EQR repurchased 31,240 of its Common Shares at a price of $56.87 per share for total consideration of approximately $1.8 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, ERPOP repurchased and retired 31,240 OP Units previously issued to EQR. All of the shares repurchased during the quarter ended March 31, 2014 were repurchased from employees at the then current market price to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. 

During the quarter ended March 31, 2014, the Company acquired all of its partner's interest in one consolidated partially owned land parcel for $2.5 million. In conjunction with this transaction, the Company reduced paid in capital (included in general

23

partner's capital in the Operating Partnership's financial statements) by $0.5 million, Noncontrolling Interests – Partially Owned Properties by $1.0 million and other liabilities by $1.0 million.

See Note 6 for a discussion of the Noncontrolling Interests assumed in conjunction with the acquisition of Archstone.

4. Real Estate and Lease Intangibles

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014			December 31, 2013
Land	$	6,281,124		$	6,192,512
Depreciable property:
Buildings and improvements	17,843,201			17,509,609
Furniture, fixtures and equipment	1,273,171			1,214,220
In-Place lease intangibles	507,100			502,218
Projects under development:
Land	390,850			353,574
Construction-in-progress	474,327			635,293
Land held for development:
Land	253,350			341,389
Construction-in-progress	42,007			52,133
Investment in real estate	27,065,130			26,800,948
Accumulated depreciation	(4,992,877		)	(4,807,709		)
Investment in real estate, net	$	22,072,253		$	21,993,239

The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of March 31, 2014 and December 31, 2013 (amounts in thousands):

Description	Balance Sheet Location	March 31, 2014			December 31, 2013
Assets
Ground lease intangibles – below market	Other Assets	$	178,251		$	178,251
Retail lease intangibles – above market	Other Assets	1,260			1,260
Lease intangible assets		179,511			179,511
Accumulated amortization		(5,502		)	(4,364		)
Lease intangible assets, net		$	174,009		$	175,147
Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities	5,500			5,500
Lease intangible liabilities		7,900			7,900
Accumulated amortization		(1,471		)	(1,161		)
Lease intangible liabilities, net		$	6,429		$	6,739

During the quarters ended March 31, 2014 and 2013, the Company amortized approximately $1.1 million and $0.4 million, respectively, of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $0.3 million and $0.1 million, respectively, of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income.

The weighted average amortization period for above and below market ground lease intangibles and retail lease intangibles is 49.8 years and 2.8 years, respectively.

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

	Remaining
	2014			2015			2016			2017			2018			2019
Ground lease intangibles	$	3,241		$	4,321		$	4,321		$	4,321		$	4,321		$	4,321
Retail lease intangibles	(758		)	(1,016		)	(908		)	(540		)	(71		)	(71		)
Total	$	2,483		$	3,305		$	3,413		$	3,781		$	4,250		$	4,250

Archstone Acquisition

On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of their respective subsidiaries completed their previously announced acquisition (the “Archstone Acquisition” or the “Archstone Transaction”) from Archstone Enterprise LP (“Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings, Inc. (“Lehman”) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the “Archstone Portfolio”).

The Company acquired assets representing approximately 60% of the Archstone Portfolio which consisted principally of high-quality apartment properties in major markets in the United States. The acquisition allowed the Company to accelerate the completion of its strategic shift into coastal apartment markets. Pursuant to the Archstone Transaction, the Company acquired directly or indirectly, 71 wholly owned, stabilized properties consisting of 20,160 apartment units, one partially owned and consolidated stabilized property consisting of 432 apartment units, one partially owned and unconsolidated stabilized property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853 apartment units, four projects in various stages of construction (two consolidated and two unconsolidated) for 964 apartment units and fourteen land sites for approximately $9.0 billion. During the quarter ended March 31, 2013, the Company recorded revenues and net operating income ("NOI") of $52.6 million and $36.2 million, respectively, from the acquired assets.

The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR common shares of $55.99 per share) issued to the seller and the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. The cash consideration was funded with proceeds from the issuance of 21,850,000 Common Shares (which shares had a total value of approximately $1.2 billion based on a price of $54.75 per share) in the November/December 2012 public equity offering, asset sales of approximately $4.5 billion that were completed during the year ended December 31, 2013, the Company's $750.0 million unsecured term loan facility and the Company's revolving credit facility.

The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases that expire beginning in 2042 and running through 2103 for nine of the operating properties acquired and discussed above. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases. The Company also leases the three master-leased properties discussed above to third party operators and earns monthly net rental income.

The Company accounted for the acquisition under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations (“ASC 805”), and the accounting for this business combination is complete and final. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):

25

Land	$	2,239,000
Depreciable property:
Buildings and improvements	5,765,538
Furniture, fixtures and equipment	61,470
In-Place lease intangibles	304,830
Projects under development	36,583
Land held for development	244,097
Investments in unconsolidated entities	230,608
Other assets	195,260
Other liabilities	(108,997		)
Net assets acquired	$	8,968,389

The allocation of fair values of the assets acquired and liabilities assumed has changed from the allocation reported in “Note 4 – Real Estate and Lease Intangibles” in the Notes to Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities and resulted from information not readily available at the acquisition date, final purchase price settlement with our partner in accordance with the terms of the purchase agreement and reclassification adjustments for presentation. None of these changes had a material impact on our Consolidated Financial Statements. The Company's assessment of the fair values and the allocation of the purchase price to the identified tangible and intangible assets/liabilities is its final and best estimate of fair value.

The fair values of investment in real estate were determined using internally developed models that were based on market assumptions and comparable sales data as well as external valuations performed by unrelated third parties. The market assumptions used as inputs to the Company’s fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields. The Company used data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs (Level 2 and 3). The fair value of Noncontrolling Interests was calculated similar to the investment in real estate described above. The fair value of mortgage debt was calculated using indicative rates, leverage and coverage provided by lenders of similar loans (Level 2). The Common Shares issued to an affiliate of Lehman Brothers Holdings, Inc. were valued using the quoted market price of Common Shares (Level 1).

The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):

Description	Balance Sheet Location	Fair Value
Ground lease intangibles – below market	Other Assets	$	178,251
Retail lease intangibles – above market	Other Assets	1,260
Ground lease intangibles – above market	Other Liabilities	2,400
Retail lease intangibles – below market	Other Liabilities	8,040

As of March 31, 2014, the Company has incurred cumulative Archstone-related expenses of approximately $94.7 million, of which approximately $13.5 million of this total was financing-related and approximately $81.2 million was merger costs. During the quarter ended March 31, 2014, the Company expensed nominal amounts of direct and indirect merger costs. During the quarter ended March 31, 2013, the Company expensed $19.1 million of direct merger costs primarily related to investment banking and legal/accounting fees, which were included in other expenses in the accompanying consolidated statements of operations and comprehensive income. During the quarter ended March 31, 2013, the Company also expensed $46.0 million of indirect merger costs primarily related to severance and retention obligations through our 60% interest in an unconsolidated joint venture with AVB, which were included in (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Finally, during the quarter ended March 31, 2013, the Company also expensed $2.5 million of financing-related costs, which were included in interest expense in the accompanying consolidated statements of operations and comprehensive income.

26

Unaudited Pro Forma Financial Information

Equity Residential

The following table illustrates the effect on net income, earnings per share – basic and earnings per share – diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per share amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Common Shares	1,130,671
Earnings per share - basic:
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362
Earnings per share - diluted (1):
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362

(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 pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.

ERP Operating Limited Partnership

The following table illustrates the effect on net income, earnings per Unit – basic and earnings per Unit – diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per Unit amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Units	1,178,887
Earnings per Unit - basic:
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085
Earnings per Unit - diluted (1):
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085

27

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.

For the quarter ended March 31, 2013, acquisition costs of $19.1 million and severance/retention and other costs of $44.8 million related to the Archstone Acquisition are not expected to have a continuing impact on the Company's financial results and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies or lower borrowing costs that the Company has or may achieve as a result of the acquisition or any strategies that management has or may consider in order to more efficiently manage the Company's operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions (excluding the equity offering in November/December 2012 which proceeds were used for the Archstone Acquisition) that the Company completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the Archstone Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

Other

During the quarter ended March 31, 2014, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	1	430	$	143,000
Land Parcel – Consolidated	—	—	5,500
Total	1	430	$	148,500

During the quarter ended March 31, 2014, the Company did not dispose of any rental properties or land parcels.

5. Commitments to Acquire/Dispose of Real Estate

The Company has entered into a separate agreement to acquire the following (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Land Parcel (one)	—	—	$	16,300
Total	—	—	$	16,300

In addition to the portion of the land parcel that was 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	4	1,360	$	192,050
Land Parcel	—	—	32,100
Total	4	1,360	$	224,150

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 March 31, 2014 (amounts in thousands except for project and apartment unit amounts):

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	Consolidated										Unconsolidated
	Development Projects										Development Projects
	Held for and/or Under Development		Completed, Not Stabilized (3)		Operating			Total			Held for and/or Under Development		Completed, Not Stabilized (3)			Operating			Total
Total projects (1)	—		1		19			20			—		3			1			4
Total apartment units (1)	—		268		3,752			4,020			—		1,333			336			1,669
Balance sheet information at 3/31/14 (at 100%):
ASSETS
Investment in real estate	$	310,147	$	48,319	$	674,916		$	1,033,382		$	49,332	$	285,191		$	55,585		$	390,108
Accumulated depreciation	—		—		(178,165		)	(178,165		)	—		(4,669		)	(5,052		)	(9,721		)
Investment in real estate, net	310,147		48,319		496,751			855,217			49,332		280,522			50,533			380,387
Cash and cash equivalents	4,226		698		11,611			16,535			450		1,803			1,378			3,631
Investments in unconsolidated entities	—		—		53,844			53,844			—		—			—			—
Deposits – restricted	42,045		32		220			42,297			—		120			48			168
Deferred financing costs, net	—		—		2,407			2,407			65		126			4			195
Other assets	5,670		2		26,641			32,313			—		365			1,032			1,397
Total assets	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (2)	$	—	$	—	$	360,217		$	360,217		$	16,154	$	176,232		$	30,410		$	222,796
Accounts payable & accrued expenses	17,438		1,413		2,806			21,657			4,078		915			210			5,203
Accrued interest payable	—		—		1,283			1,283			32		725			—			757
Other liabilities	120		49		1,114			1,283			339		867			863			2,069
Security deposits	—		21		1,839			1,860			—		258			109			367
Total liabilities	17,558		1,483		367,259			386,300			20,603		178,997			31,592			231,192
Noncontrolling Interests – Partially Owned Properties/ Partners' equity	117,689		1,244		8,725			127,658			27,858		73,412			20,450			121,720
Company equity/General and Limited Partners' Capital	226,841		46,324		215,490			488,655			1,386		30,527			953			32,866
Total equity/capital	344,530		47,568		224,215			616,313			29,244		103,939			21,403			154,586
Total liabilities and equity/capital	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778

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	Consolidated											Unconsolidated
	Development Projects											Development Projects
	Held for and/or Under Development											Held for and/or Under Development						Operating
				Completed, Not Stabilized (3)											Completed, Not Stabilized (3)
						Operating			Total												Total
Operating information for the quarter ended 3/31/14 (at 100%):
Operating revenue	$	—		$	468	$	21,308		$	21,776		$	—		$	4,528		$	1,353		$	5,881
Operating expenses	77			204		6,453			6,734			44			1,917			559			2,520
Net operating (loss) income	(77		)	264		14,855			15,042			(44		)	2,611			794			3,361
Depreciation	—			—		5,363			5,363			—			2,782			447			3,229
General and administrative/other	(9		)	116		12			119			—			12			43			55
Operating (loss) income	(68		)	148		9,480			9,560			(44		)	(183		)	304			77
Interest and other income	—			—		3			3			—			—			—			—
Other expenses	(42		)	—		(7		)	(49		)	—			—			—			—
Interest:
Expense incurred, net	—			—		(3,887		)	(3,887		)	—			(1,992		)	(279		)	(2,271		)
Amortization of deferred financing costs	—			—		(88		)	(88		)	—			(3		)	—			(3		)
(Loss) income before income and other taxes and (loss) from investments in unconsolidated entities	(110		)	148		5,501			5,539			(44		)	(2,178		)	25			(2,197		)
Income and other tax (expense) benefit	—			—		(36		)	(36		)	—			—			—			—
(Loss) from investments in unconsolidated entities	—			—		(419		)	(419		)	—			—			—			—
Net (loss) income	$	(110	)	$	148	$	5,046		$	5,084		$	(44	)	$	(2,178	)	$	25		$	(2,197	)

(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 $16.2 million outstanding debt balance on one unconsolidated development project.

(3) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.

Note: The above tables exclude the Company's interests in unconsolidated joint ventures entered into with 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 $79.3 million at March 31, 2014. The ventures are owned 60% by the Company and 40% by AVB.

The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. The Company does not have any VIEs.

Archstone Acquisition

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired interests in several joint ventures. Details of these interests follow by project:

Park Aire (formerly known as Enclave at Wellington) – This venture developed certain land parcels into a 268 unit apartment building located in Wellington, Florida. The Company has a 95% equity interest with an initial basis of $26.2 million. Total project costs are approximately $50.0 million. The Company is the managing member, was responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

East Palmetto Park – This venture was formed to ultimately develop certain land parcels into a 377 unit apartment building located in Boca Raton, Florida. The Company has a 90% equity interest with an initial basis of $20.2 million. The Company is the managing member, is responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

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Wisconsin Place – This project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The Company has a 75% equity interest with an initial basis of $198.5 million in the 432 unit residential component. The Company is the managing member, was responsible for constructing the residential project and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component of this mixed-use site is required to be consolidated on the Company's balance sheet. Such entity also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. The initial fair value of this investment is $56.5 million. The Company does not have any ownership interest in the retail and office components.

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $53.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loanhas a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

1333 Powell (formerly known as Parkside at Emeryville) – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $16.2 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. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings (see Note 14 for further discussion on the German portfolio), and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At March 31, 2014, the remaining preferred interests have an aggregate liquidation value of $79.3 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

Other

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

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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 March 31, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $311.6 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.

The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain 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 projects are now unconsolidated. Details of these projects follow:

• Nexus Sawgrass – This development project is substantially complete. Total project costs are expected to be approximately $79.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.2 million; the loan bears interest at 5.60% and matures January 1, 2021.

• Domain – This development project is substantially complete. Total project costs are expected to be approximately $154.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $95.0 million; the loan bears interest at 5.75% and matures January 1, 2022.

While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. 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 March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014		December 31, 2013
Earnest money on pending acquisitions	$	1,344	$	4,514
Restricted deposits on real estate investments	44,037		53,771
Resident security and utility deposits	45,195		44,777
Other	505		505
Totals	$	91,081	$	103,567

8.    Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnership’s $750.0 million unsecured term loan facility 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 March 31, 2014, the Company had outstanding mortgage debt of approximately $5.2 billion.

During the quarter ended March 31, 2014, the Company:

▪ Repaid $3.0 million of mortgage loans.

As of March 31, 2014, the Company had $700.5 million of secured debt subject to third party credit enhancement.

As of March 31, 2014, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through May 1, 2061. At March 31, 2014, the interest rate range on the Company’s mortgage debt was 0.04% to 7.25%. During the quarter ended March 31, 2014, the weighted average interest rate on the Company’s mortgage debt was 4.22%.

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Notes

As of March 31, 2014, the Company had outstanding unsecured notes of approximately $5.5 billion.

As of March 31, 2014, scheduled maturities for the Company’s outstanding notes were at various dates through 2026. At March 31, 2014, the interest rate range on the Company’s notes was 1.32% to 7.57%. During the quarter ended March 31, 2014, the weighted average interest rate on the Company’s notes was 4.92%.

Lines of Credit

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 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. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays 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 March 31, 2014, the amount available on the credit facility was $2.17 billion (net of $34.7 million which was restricted/dedicated to support letters of credit and net of $298.0 million outstanding). During the quarter ended March 31, 2014, the weighted average interest rate was 0.98%.

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 $5.2 billion and $5.8 billion, respectively, at March 31, 2014. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $6.1 billion (Level 2), respectively, at March 31, 2014. The carrying values of the Company's mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.2 billion and $5.6 billion, respectively, at December 31, 2013. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $5.9 billion (Level 2), respectively, at December 31, 2013. The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, lines of credit and derivative instruments), 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 Company may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.

The following table summarizes the Company’s consolidated derivative instruments at March 31, 2014 (dollar amounts are in thousands):

	Forward Starting Swaps (1)
Current Notional Balance	$	450,000
Lowest Possible Notional	$	450,000
Highest Possible Notional	$	450,000
Lowest Interest Rate	2.125		%
Highest Interest Rate	3.230		%
Earliest Maturity Date	2024
Latest Maturity Date	2025

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(1) Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances. These swaps have mandatory counterparty terminations in 2015 and 2016, and are targeted to 2014 and 2015 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. 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 March 31, 2014 and December 31, 2013, respectively (amounts in thousands):

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	3/31/2014		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:
Forward Starting Swaps	Other Assets	$	11,428	$	—	$	11,428	$	—
Supplemental Executive Retirement Plan	Other Assets	88,010		88,010		—		—
Total		$	99,438	$	88,010	$	11,428	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	4,670	$	—	$	4,670	$	—
Supplemental Executive Retirement Plan	Other Liabilities	88,010		88,010		—		—
Total		$	92,680	$	88,010	$	4,670	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	405,276	$	—	$	405,276	$	—

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				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2013		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:
Forward Starting Swaps	Other Assets	$	18,710	$	—	$	18,710	$	—
Supplemental Executive Retirement Plan	Other Assets	83,845		83,845		—		—
Total		$	102,555	$	83,845	$	18,710	$	—
Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	83,845	$	83,845	$	—	$	—
Total		$	83,845	$	83,845	$	—	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	363,144	$	—	$	363,144	$	—

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

March 31, 2014 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	N/A	$	—	N/A	N/A	$	—
Total		$	—			$	—

March 31, 2013 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	$	(1,471	)	Fixed rate debt	Interest expense	$	1,471
Total		$	(1,471	)			$	1,471

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Effective Portion							Ineffective Portion
March 31, 2014 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	$	(11,952	)	Interest expense	$	(4,129	)	N/A	$	—
Total	$	(11,952	)		$	(4,129	)		$	—

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	Effective Portion						Ineffective Portion
March 31, 2013 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	$	2,814	Interest expense	$	(8,272	)	N/A	$	—
Total	$	2,814		$	(8,272	)		$	—

As of March 31, 2014 and December 31, 2013, there were approximately $163.6 million and $155.8 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at March 31, 2014, the Company may recognize an estimated $21.9 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending March 31, 2015.

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):

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	Quarter Ended March 31,
	2014			2013
Numerator for net income per share – basic:
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Allocation to Noncontrolling Interests – Operating Partnership, net	(3,053		)	6,836
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Preferred distributions	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	77,105			(159,564		)
Discontinued operations, net of Noncontrolling Interests	994			1,176,214
Numerator for net income per share – basic	$	78,099		$	1,016,650
Numerator for net income per share – diluted (1):
Income from continuing operations	$	81,698
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)
Preferred distributions	(1,036		)
Income from continuing operations available to Common Shares	80,158
Discontinued operations, net	1,034
Numerator for net income per share – diluted (1)	$	81,192		$	1,016,650
Denominator for net income per share – basic and diluted (1):
Denominator for net income per share – basic	360,470			337,532
Effect of dilutive securities:
OP Units	13,731
Long-term compensation shares/units	2,183
Denominator for net income per share – diluted (1)	376,384			337,532
Net income per share – basic	$	0.22		$	3.01
Net income per share – diluted	$	0.22		$	3.01
Net income per share – basic:
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	$	0.214		$	(0.473	)
Discontinued operations, net of Noncontrolling Interests	0.003			3.485
Net income per share – basic	$	0.217		$	3.012
Net income per share – diluted (1):
Income (loss) from continuing operations available to Common Shares	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per share – diluted	$	0.216		$	3.012

(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 for the quarter ended March 31, 2013.

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):

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	Quarter Ended March 31,
	2014			2013
Numerator for net income per Unit – basic and diluted (1):
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Allocation to Preference Units	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Units	80,158			(166,400		)
Discontinued operations, net	1,034			1,226,373
Numerator for net income per Unit – basic and diluted (1)	$	81,192		$	1,059,973
Denominator for net income per Unit – basic and diluted (1):
Denominator for net income per Unit - basic	374,201			351,255
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term    compensation shares/units	2,183
Denominator for net income per Unit – diluted (1)	376,384			351,255
Net income per Unit – basic	$	0.22		$	3.01
Net income per Unit – diluted	$	0.22		$	3.01
Net income per Unit – basic:
Income (loss) from continuing operations available to Units	$	0.214		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – basic	$	0.217		$	3.012
Net income per Unit – diluted (1):
Income (loss) from continuing operations available to Units	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – diluted	$	0.216		$	3.012

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the quarter ended March 31, 2013.

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 quarters ended March 31, 2014 and 2013 (amounts in thousands).

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	Quarter Ended March 31,
	2014			2013
REVENUES
Rental income	$	1,023		$	81,782
Total revenues	1,023			81,782
EXPENSES (1)
Property and maintenance	48			20,424
Real estate taxes and insurance	13			8,594
Property management	—			1
Depreciation	—			23,816
General and administrative	5			8
Total expenses	66			52,843
Discontinued operating income	957			28,939
Interest and other income	35			52
Other expenses	—			(2		)
Interest (2):
Expense incurred, net	—			(1,252		)
Amortization of deferred financing costs	—			(228		)
Income and other tax (expense) benefit	(29		)	(58		)
Discontinued operations	963			27,451
Net gain on sales of discontinued operations	71			1,198,922
Discontinued operations, net	$	1,034		$	1,226,373

(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.

During the quarter ended March 31, 2014, the Company did not dispose of any rental properties or land parcels. The amounts included in discontinued operations in the first quarter of 2014 represent trailing activity for properties sold in 2013 and prior years.

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 March 31, 2014. 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 March 31, 2014, the Company has 12 consolidated projects (including 400 Park Avenue South in New York City which the Company is jointly developing with Toll Brothers that is discussed below) totaling 3,871 apartment units in various stages of development with commitments to fund of approximately $1.1 billion and estimated completion dates ranging through

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September 30, 2016, as well as other completed development projects that are in various stages of lease up or are stabilized. Some of the projects are being developed solely by the Company, while others are being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company is the "general" or "managing" partner of the development ventures.

As of March 31, 2014, the Company has one unconsolidated project totaling 176 apartment units under development with an estimated completion date of December 31, 2014, as well as three completed development projects that are currently in lease up. These projects are all being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company currently has no further funding obligations for Domain, Nexus Sawgrass and San Norterra. While the Company is the managing member of the Domain and Nexus Sawgrass joint ventures, was responsible for constructing both projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Domain and Nexus Sawgrass 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. The respective partner for San Norterra and 1333 Powell (formerly known as Parkside at Emeryville) is the “general” or “managing” partner of the development venture and the Company does not have substantive kick-out or participating rights. The Company has given a repayment guaranty on the construction loan for 1333 Powell of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.

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 March 31, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $311.6 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 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 located in its core markets represent its reportable segments (with the aggregation of Los Angeles, Orange County and San Diego into the Southern California reportable segment). The Company's operating segments located in its non-core markets that are not material have also been aggregated in the tables presented below.

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 quarters ended March 31, 2014 and 2013, 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 and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a

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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 quarters ended March 31, 2014 and 2013, respectively, as well as total assets and capital expenditures at March 31, 2014 (amounts in thousands):

	Quarter Ended March 31, 2014							Quarter Ended March 31, 2013
	Rental Income		Operating Expenses		NOI			Rental Income			Operating Expenses			NOI
Same store (1)
Boston	$	61,907	$	22,154	$	39,753		$	59,054		$	20,207		$	38,847
Denver	26,611		7,449		19,162			24,970			7,217			17,753
New York	111,185		46,202		64,983			107,997			43,111			64,886
San Francisco	81,261		26,655		54,606			74,945			28,156			46,789
Seattle	37,725		12,768		24,957			35,372			12,237			23,135
South Florida	48,437		18,184		30,253			46,239			17,643			28,596
Southern California	102,665		34,347		68,318			98,210			34,587			63,623
Washington DC	110,396		37,396		73,000			110,993			35,884			75,109
Non-core	33,691		13,084		20,607			32,672			12,443			20,229
Total same store	613,878		218,239		395,639			590,452			211,485			378,967
Non-same store/other (2) (3)
Boston	1,028		211		817			256			53			203
Seattle	1,687		690		997			25			1			24
South Florida	800		466		334			14			78			(64		)
Southern California	7,174		3,122		4,052			1,292			617			675
Washington DC	4,934		1,863		3,071			1,806			653			1,153
Other (3)	1,224		5,194		(3,970		)	1,140			9,955			(8,815		)
Total non-same store/other	16,847		11,546		5,301			4,533			11,357			(6,824		)
Archstone pre-ownership (4)	—		—		—			(92,423		)	(36,729		)	(55,694		)
Total	$	630,725	$	229,785	$	400,940		$	502,562		$	186,113		$	316,449

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

(4) Represents pro forma Archstone pre-ownership results for the period January 1, 2013 to February 27, 2013 that is included in 2013 same store results.

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	Quarter Ended March 31, 2014
	Total Assets		Capital Expenditures
Same store (1)
Boston	$	1,968,613	$	4,078
Denver	536,226		762
New York	4,727,805		3,051
San Francisco	2,769,826		5,716
Seattle	1,053,600		2,205
South Florida	1,178,426		3,119
Southern California	3,000,465		5,142
Washington DC	4,299,085		5,529
Non-core	640,141		1,544
Total same store	20,174,187		31,146
Non-same store/other (2) (3)
Boston	48,971		263
Seattle	190,041		160
South Florida	70,725		(1		)
Southern California	446,912		173
Washington DC	305,668		449
Other (3)	1,653,127		1
Total non-same store/other	2,715,444		1,045
Total	$	22,889,631	$	32,191

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

Note: Markets/Metro Areas included in the above Southern California and Non-core segments are as follows:

(a) Southern California – Los Angeles, Orange County and San Diego.

(b) Non-core – Inland Empire, CA, New England (excluding Boston), Orlando and Phoenix.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Quarter Ended March 31,
	2014			2013
Rental income	$	630,725		$	502,562
Property and maintenance expense	(125,573		)	(98,529		)
Real estate taxes and insurance expense	(82,094		)	(65,095		)
Property management expense	(22,118		)	(22,489		)
Total operating expenses	(229,785		)	(186,113		)
Net operating income	$	400,940		$	316,449

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14. Subsequent Events/Other

Subsequent Events

Subsequent to March 31, 2014, the Company:

• Acquired one land parcel for $10.3 million;

• Disposed of a portion of a land parcel for $8.2 million;

• Repaid $3.1 million of mortgage loans;

• Entered into $50.0 million of forward starting swaps to hedge changes in interest rates related to future secured or unsecured debt issuances; and

• Closed on the sale of its unconsolidated interest in the German portfolio fund and the German management company, representing the sale of the majority of the remaining German assets that were acquired as part of the Archstone Acquisition.

Other

During the quarters ended March 31, 2014 and 2013, the Company incurred charges of $0.5 million and $2.6 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs are included in other expenses in the accompanying consolidated statements of operations and comprehensive income. See Note 4 for details on the property acquisition costs related to the Archstone Transaction.

During the quarter ended March 31, 2014, the Company settled a dispute with the seller/co-developer of a land parcel located in Florida and received $0.5 million, which is included in interest and other income in the accompanying consolidated statements of operations and comprehensive income.

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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, 2013.

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, develop and rehab multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may not be able to achieve rents that are consistent with expectations for acquired, developed or rehabbed properties. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position, to complete a development property or to complete a rehab. Additionally, we expect that other real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties 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, increasing portions of single family housing stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, governmental regulations, slow or negative employment growth and household formation, the availability of low-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social preferences 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

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EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.

EQR is the general partner of, and as of March 31, 2014 owned an approximate 96.2% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues 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 March 31, 2014, the Company had approximately 3,600 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

Available Information

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports we file with the SEC free of charge at our website, www.equityresidential.com. These reports are made available at our website as soon as reasonably practicable after we file them with the SEC. The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.

Business Objectives and Operating and Investing Strategies

The Company invests in high quality 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.

We seek to maximize the income and capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. We are focused primarily on the six core coastal, high barrier to entry markets of Boston, New York, Washington DC, Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle. These markets generally feature one or more of the following characteristics that allow us to increase rents:

▪ 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 home ownership costs;

▪ Strong economic growth leading to job growth and household formation, which in turn leads to high demand for our apartments;

▪ Urban core locations with an attractive quality of life and higher wage job categories leading to high resident demand and retention; and

▪ Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments.

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 and renew their leases, review their accounts and make payments, provide feedback and make service requests on-line.

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

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to hold and/or sell based on market opportunities as well as options to buy more land in the future. 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 162,000 apartment units primarily in its non-core markets for an aggregate sales price of approximately $15.6 billion, acquired over 66,000 apartment units primarily in its core markets for approximately $19.1 billion and began approximately $4.7 billion of development projects primarily in its core markets. We are currently seeking to acquire and develop assets primarily in the following six core coastal metropolitan areas: Boston, New York, Washington DC, Southern California, San Francisco and Seattle. We also have investments (in the aggregate about 11.8% of our NOI at March 31, 2014) in the two core markets of South Florida and Denver but do not currently intend to acquire or develop new assets in these markets. Further, we are in the process of exiting Phoenix and Orlando and will use sales proceeds from these markets to acquire and/or develop new assets and for other corporate purposes.

As part of its strategy, the Company purchases completed and fully occupied apartment properties, partially completed or partially occupied properties and takes options on land or acquires land on which apartment properties can be constructed. We intend to hold a diversified portfolio of assets across our target markets. As of March 31, 2014, no single market/metropolitan area accounted for more than 18.6% of our NOI, though no guarantee can be made that NOI concentration may not increase in the future.

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 our properties and improvements, equipment and appliances. 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. Sustainability and social responsibility are key drivers of our focus on creating the best apartment communities for residents to live, work and play. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, 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, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption. For additional information regarding our sustainability efforts, see our December 2013 Corporate Social Responsibility and Sustainability Report at our website, www.equityresidential.com.

Current Environment

During the quarter ended March 31, 2014, the Company acquired one consolidated property consisting of 430 apartment units and additional development rights at one of its existing land sites for $148.5 million. 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, which was demonstrated in the Archstone Transaction that closed in 2013. The Company currently budgets consolidated acquisitions of approximately $500.0 million during the year ending December 31, 2014 to be funded with proceeds from dispositions (see discussion below).

The Company started construction on three projects representing 1,145 apartment units totaling approximately $614.3 million of development costs during the quarter ended March 31, 2014. The Company expects to increase its development activity as compared to the past few years and has budgeted approximately $750.0 million of new apartment construction starts on land currently owned during each of the years ending December 31, 2014 and 2015. We currently budget spending approximately $575.0 million on development costs during the year ending December 31, 2014. This capital will be primarily sourced with excess operating cash flow and borrowings on our revolving credit facility, which was temporarily paid down using approximately $400.0 million in excess sale proceeds from fourth quarter 2013 dispositions.

The Company expects to continue to sell non-core assets and reduce its exposure to non-core markets as we believe these assets will have lower long-term returns and we can sell them for prices that we believe are favorable. The Archstone Transaction that closed in 2013 provided an opportunity to accelerate this strategy and do so efficiently through the use of Section 1031 tax

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deferred exchanges. Over the past several years, dispositions combined with reinvestment of the cash proceeds in assets with lower cap rates (see definition below) were dilutive to our earnings per share. 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. Beginning in 2014 and going forward, the Company expects a decrease in dilution due to our reduced disposition expectations and the locations of our planned dispositions. The Company did not dispose of any rental properties or land parcels in the first quarter of 2014. The Company currently budgets consolidated dispositions of approximately $500.0 million during the year ending December 31, 2014.

We currently have access to multiple sources of capital including the equity markets as well as both the secured and unsecured debt markets. In October 2013, the Company used cash on hand from dispositions to repay $963.5 million outstanding of 5.883% mortgage debt assumed as part of the Archstone Transaction prior to the November 1, 2014 maturity date. Also in October 2013, the Company closed a new $800.0 million mortgage loan from a large insurance company which matures on November 10, 2023, is interest only and carries a fixed interest rate of 4.21%. The Company used the loan proceeds from this new loan to simultaneously repay $825.0 million of a $1.27 billion mortgage loan assumed as part of the Archstone Transaction. The approximately $440.0 million balance will remain outstanding, continue to mature in November 2017 and continue to carry a fixed interest rate of 6.256%. The Company believes it has obtained favorable interest terms on this long term debt and has substantially extended the duration of its debt maturities as well as reduced its 2014 and 2017 maturities as a percentage of outstanding debt.

We believe that cash and cash equivalents, securities readily convertible to cash, current availability on our revolving credit facility and disposition proceeds for 2014 will provide sufficient liquidity to meet our funding obligations relating to asset acquisitions, debt maturities and existing development projects through 2014. We expect that our remaining longer-term funding requirements will be met through some combination of new borrowings, equity issuances, 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”) and recent changes in leadership of the GSEs' regulator as well as proposed congressional legislation has heightened this uncertainty. Through their lender originator networks, the GSEs 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, further 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 assets and higher interest rates on our borrowings. The regulator of the GSEs required the GSEs to decrease their 2013 multifamily lending activities by 10% compared to 2012 levels. No such mandate has been announced for 2014, however, it remains unclear if further reductions or changes in lending activities may be required by the GSEs' regulator or by Congress. The GSEs' regulator may require the GSEs to focus more of their lending activities on properties that the regulator deems affordable, which may or may not include the Company's assets. Reductions in GSE activity or increases in GSE loan pricing may also provide a competitive advantage to us by making the cost of financing multifamily properties more expensive for other multifamily owners while the Company continues to have access to cheaper capital in the public and private debt and equity markets. Over time, we expect that other lenders, including the commercial mortgage-backed securities market and life insurance companies, will become larger sources of debt capital to the multifamily market because multifamily properties are attractive to lenders due to their relatively stable cash flows.

We expect continued growth in revenue (anticipated 2014 same store revenue increase ranging from 3.0% to 4.0%) and NOI (anticipated 2014 same store NOI increase ranging from 3.50% to 4.75%) and are optimistic that the continued strength in fundamentals across most of our markets will produce solid performance through 2014. These same-store assumptions include the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. During the first quarter of 2014, same store revenues increased 4.0% over the first quarter of 2013. We believe the key drivers behind the anticipated increase in revenue are base rent pricing for new residents, renewal pricing for existing residents, resident turnover and physical occupancy. For 2014, we expect average base rent growth of 3.25%, an increase in renewal rates of 4.75%, occupancy of 95.4% and turnover at 51.5%. Our largest market, Washington D.C., continues to show signs of stress as new supply and the impact of sequestration and furloughs have dampened the metro area economy. As the supply peaks in 2014, we expect our Washington D.C. results to produce a 1% decline in same store revenues during 2014, which will likely reduce our expected Company-wide same store revenue growth by 1%. Despite slow growth in the overall economy and the issues noted in Washington D.C., our business continues to perform well because of the combined forces of demographics, household formations and increasing consumer preference for the flexibility of rental housing, all of which should ensure a continued strong demand for rental housing.

The Company anticipates that 2014 same store expenses will increase 2.0% to 3.0% primarily due to increases in real estate taxes, which are now expected to increase 6.2%, and utilities, which are now expected to increase in excess of 8.0%. During the first quarter of 2014, same store expenses increased 3.2% over the first quarter of 2013, with real estate taxes up 6.2% and utilities up 14.5%. The increase in real estate taxes is primarily due to rate and value increases in certain states and municipalities,

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reflecting those states' and municipalities' continued economic challenges and the dramatic improvement in apartment values and fundamentals as well as the continued burn off of 421a tax abatements in New York City. The increase in utilities is primarily due to a combination of increases in natural gas prices, increased consumption of gas and electric due to historically low temperatures and increases in water and sewer costs as many municipalities have antiquated systems with limited revenue for modernization. Expense growth in the controllable property level expenses (excluding real estate taxes and utilities) declined 2.1% as the Company leverages the geographic locations of its new same-store portfolio (as a result of the Archstone Transaction and the 2013 disposition program) and technology to lower costs, which should partially offset the increase in real estate taxes and utilities. We expect that the beneficial impact resulting from Archstone synergies will diminish over the course of the year.

We believe that the Company is well-positioned as of March 31, 2014 because our properties are geographically diverse, were approximately 94.7% occupied (95.8% on a same store basis) and the long-term demographic picture is positive. We believe certain market areas, especially Washington D.C., downtown Boston and Cambridge and Seattle, will see substantial near term multifamily supply yet total new supply levels for our core markets remain within historical ranges. We believe over the longer term that our core markets will absorb future supply without material marketwide disruption because of the high occupancy levels we currently experience and increasing household formations. We have seen evidence of this in Seattle as supply has been absorbed and rental rates continue to grow. 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.

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 quarter ended March 31, 2014 as follows:

▪ Acquired one consolidated apartment property consisting of 430 apartment units for $143.0 million at a cap rate (see definition below) of 4.9% and additional development rights at one of its existing land sites for $5.5 million.

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 quarters ended March 31, 2014 and 2013 as well as the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and manged by the Company (the “First Quarter 2014 Same Store Properties”), which represented 100,984 apartment units, impacted the Company's results of operations. The First Quarter 2014 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 quarter ended March 31, 2014:

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	Quarter Ended
	March 31, 2014
	Properties		Apartment Units
Same Store Properties at December 31, 2013	296		80,247
2012 acquisitions	9		1,896
2013 acquisitions	77		22,103
2013 acquisitions not yet included in same store (1)	(1	)	(322	)
2013 acquisitions not yet stabilized (2)	(2	)	(613	)
2013 acquisitions not managed by the Company (3)	(3	)	(853	)
2013 acquisitions not consolidated	(1	)	(336	)
2013 acquisitions disposed of in 2013 (4)	(3	)	(1,536	)
Lease-up properties stabilized	3		374
Other	—		24
Same Store Properties at March 31, 2014	375		100,984

	Quarter Ended
	March 31, 2014
	Properties	Apartment Units
Same Store	375	100,984
Non-Same Store:
2014 acquisitions	1	430
2013 acquisitions not yet included in same store (1)	1	322
2013 acquisitions not yet stabilized (2)	2	613
2013 acquisitions not managed by the Company (3)	3	853
2013 acquisitions not consolidated	1	336
Lease-up properties not yet stabilized (2)	10	2,939
Other	1	1
Total Non-Same Store	19	5,494
Military Housing (not consolidated)	2	5,059
Total Properties and Apartment Units	396	111,537

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. Same store includes the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company, with pro forma pre-ownership results for the period January 1, 2013 to February 27, 2013.

(1) Includes one property containing 322 apartment units acquired in 2013 separately from the Archstone Acquisition.

(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.

(3) Includes three properties containing 853 apartments units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that are owned by the Company but the entire projects are master leased to a third party corporate housing provider and the Company earns monthly net rental income.

(4) Includes three properties containing 1,536 apartment units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that were subsequently sold in 2013.

The Company’s acquisition, disposition and completed development activities also impacted overall results of operations for the quarters ended March 31, 2014 and 2013. The impacts of these activities are discussed in greater detail in the following paragraphs.

49

Comparison of the quarter ended March 31, 2014 to the quarter ended March 31, 2013

For the quarter ended March 31, 2014, the Company reported diluted earnings per share/unit of $0.22 compared to $3.01 per share/unit in the same period of 2013. The difference is primarily due to approximately $1.2 billion in higher gains on property sales in 2013 vs. 2014, partially offset by $65.1 million of merger-related expenses incurred in 2013 in connection with the Archstone Acquisition, $71.4 million of prepayment penalties incurred in 2013 in connection with early debt extinguishment of existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile and higher depreciation in 2013 as a direct result of in-place residential lease intangibles acquired in the Archstone Transaction.

For the quarter ended March 31, 2014, income from continuing operations increased approximately $247.0 million when compared to the quarter ended March 31, 2013. The increase in continuing operations is discussed below.

Revenues from the First Quarter 2014 Same Store Properties increased $23.4 million primarily as a result of an increase in average rental rates charged to residents, slightly higher occupancy and a decrease in turnover. Expenses from the First Quarter 2014 Same Store Properties increased $6.8 million primarily due to increases in real estate taxes and utilities, partially offset by lower on-site payroll costs. The following tables provide comparative same store results and statistics for the First Quarter 2014 Same Store Properties:

First Quarter 2014 vs. First Quarter 2013
Same Store Results/Statistics for 100,984 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
	Results									Statistics
Description	Revenues			Expenses			NOI			Average Rental Rate (1)			Occupancy		Turnover
Q1 2014	$	613,878		$	218,239		$	395,639		$	2,133		95.1	%	11.3	%
Q1 2013	$	590,452		$	211,485		$	378,967		$	2,053		95.0	%	12.1	%
Change	$	23,426		$	6,754		$	16,672		$	80		0.1	%	(0.8	%)
Change	4.0		%	3.2		%	4.4		%	3.9		%
Note: Same store results/statistics include 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.
(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 First Quarter 2014 Same Store Properties:

First Quarter 2014 vs. First Quarter 2013
Same Store Operating Expenses for 100,984 Same Store Apartment Units
$ in thousands
	Actual Q1 2014		Actual Q1 2013		$ Change			% Change		% of Actual Q1 2014 Operating Expenses
Real estate taxes	$	72,828	$	68,603	$	4,225		6.2	%	33.4	%
On-site payroll (1)	43,674		45,499		(1,825		)	(4.0	%)	20.0	%
Utilities (2)	38,262		33,414		4,848			14.5	%	17.5	%
Repairs and maintenance (3)	25,940		25,217		723			2.9	%	11.9	%
Property management costs (4)	19,030		19,485		(455		)	(2.3	%)	8.7	%
Insurance	6,246		6,321		(75		)	(1.2	%)	2.9	%
Leasing and advertising	2,568		3,030		(462		)	(15.2	%)	1.2	%
Other on-site operating expenses (5)	9,691		9,916		(225		)	(2.3	%)	4.4	%
Same store operating expenses	$	218,239	$	211,485	$	6,754		3.2	%	100.0	%

50

(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.

The following table presents a reconciliation of operating income per the consolidated statements of operations and comprehensive income to NOI for the First Quarter 2014 Same Store Properties:

	Quarter Ended March 31,
	2014			2013
	(Amounts in thousands)
Operating income	$	199,252		$	104,246
Adjustments:
Archstone pre-ownership operating results	—			55,694
Non-same store operating results	(5,301		)	6,824
Fee and asset management revenue	(2,717		)	(2,160		)
Fee and asset management expense	1,662			1,646
Depreciation	185,167			196,222
General and administrative	17,576			16,495
Same store NOI	$	395,639		$	378,967

For properties that the Company acquired prior to January 1, 2013 and expects to continue to own through December 31, 2014 as well as the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and manged by the Company, the Company anticipates the following same store results for the full year ending December 31, 2014:

2014 Same Store Assumptions
Physical occupancy	95.4%
Revenue change	3.0% to 4.0%
Expense change	2.0% to 3.0%
NOI change	3.50% to 4.75%

The Company anticipates consolidated rental acquisitions of $500.0 million and consolidated rental dispositions of $500.0 million and expects that acquisitions will have a 1.00% lower cap rate than dispositions for the full year ending December 31, 2014.

These 2014 assumptions are based on current expectations and are forward-looking.

Non-same store operating results increased approximately $12.1 million and consist primarily of properties acquired in calendar years 2013 and 2014 as well as operations from the Company’s completed development properties, but exclude the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. This increase primarily resulted from:

▪ Development and other miscellaneous properties in lease-up of $0.6 million;

▪ Operating properties acquired in 2013 and 2014 of $2.7 million (excluding operating properties acquired in the Archstone Acquisition);

▪ Newly stabilized development and other miscellaneous properties of $4.4 million; and

51

▪ Operating activities from other miscellaneous operations.

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 $0.5 million primarily as a result of the timing of receipt of an incentive management fee from the Company's military housing ventures at Fort Lewis and McChord Air Force base.

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 $0.4 million or 1.6%. This decrease is primarily attributable to a decrease in computer operations due to the modernization of employee technology in 2013 and a decrease in legal and professional fees.

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, decreased approximately $11.1 million or 5.6% primarily as a result of in-place residential lease intangibles which are generally amortized over a six month period and can significantly elevate depreciation expense following an acquisition, especially during 2013 as a direct result of the Archstone Acquisition, partially offset by additional depreciation expense on properties acquired in 2013 and 2014, development properties placed in service and capital expenditures for all properties owned.

General and administrative expenses from continuing operations, which include corporate operating expenses, increased approximately $1.1 million or 6.6% primarily due to an increase in payroll-related costs, which is largely a result of higher and accelerated long-term compensation expense for retirement eligible employees and higher compensation related to the Archstone Transaction as well as an increase in office rent. The Company anticipates that general and administrative expenses will approximate $50.0 million to $52.0 million for the year ending December 31, 2014. The above assumption is based on current expectations and is forward-looking.

Interest and other income from continuing operations increased approximately $0.3 million or 89.1% primarily due to the settlement of a dispute with the seller/co-developer of a land parcel during the quarter ended March 31, 2014. The Company anticipates that interest and other income, excluding the $0.5 million settlement discussed above, will approximate $0.5 million for the year ending December 31, 2014. The above assumption is based on current expectations and is forward-looking.

Other expenses from continuing operations decreased approximately $21.1 million or 97.0% primarily due to the closing of the Archstone Acquisition during the quarter ended March 31, 2013 and the significant decline in transaction activity during the quarter ended March 31, 2014.

Interest expense from continuing operations, including amortization of deferred financing costs, decreased approximately $85.6 million or 42.5% primarily as a result of $79.6 million of debt extinguishment costs incurred on early debt prepayments and write-offs of unamortized deferred financing costs in 2013 on existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile and higher capitalized interest in 2014. During the quarter ended March 31, 2014, the Company capitalized interest costs of approximately $12.8 million as compared to $8.4 million for the quarter ended March 31, 2013. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the quarter ended March 31, 2014 was 4.69% as compared to 5.46% (excluding prepayment penalties) for the quarter ended March 31, 2013. The Company anticipates that interest expense from continuing operations will approximate $449.1 million to $461.4 million for the year ending December 31, 2014. The above assumption is based on current expectations and is forward-looking.

Income and other tax expense from continuing operations decreased approximately $0.2 million or 45.2% primarily due to decreases and timing of all other taxes. The Company anticipates that income and other tax expense will approximate $1.0 million to $2.0 million for the year ending December 31, 2014. The above assumption is based on current expectations and is forward-looking.

Loss from investments in unconsolidated entities decreased by $45.0 million or 97.0% primarily due to indirect costs incurred in 2013 from the Archstone Acquisition through the Company's joint ventures with AVB such as severance and retention bonuses that did not reoccur in 2014.

Net loss on sales of land parcels was consistent between the periods under comparison.

Discontinued operations, net decreased approximately $1.2 billion between the periods under comparison. This decrease is primarily due to substantially higher sales volume during the quarter ended March 31, 2013 compared to the same period in 2014. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.

52

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, 2014, the Company had approximately $53.5 million of cash and cash equivalents and it had $2.35 billion available under its revolving credit facility (net of $34.9 million which was restricted/dedicated to support letters of credit and net of $115.0 million outstanding). 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 March 31, 2014 was approximately $37.2 million and the amount available on its revolving credit facility was $2.17 billion (net of $34.7 million which was restricted/dedicated to support letters of credit and net of $298.0 million outstanding).

During the quarter ended March 31, 2014, the Company generated proceeds from various transactions, which included the following:

▪ Issued approximately 0.5 million Common Shares related to share option exercises and ESPP purchases and received net proceeds of $17.5 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).

During the quarter ended March 31, 2014, the above proceeds along with net cash flow from operations and availability on the Company's revolving line of credit were primarily utilized to:

▪ Acquire one rental property and additional development rights at one of its existing land sites for approximately $148.5 million;

▪ Invest $122.3 million primarily in development projects;

▪ Repay $3.0 million of mortgage loans; and

▪ Repurchase 31,240 Common Shares, utilizing cash of $1.8 million (See Note 3).

On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company. The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders. Lehman has since sold all of these Common Shares.

In September 2009, EQR announced the establishment of an At-The-Market (“ATM”) share offering program which would allow EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). 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. On July 30, 2013, the Board of Trustees approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. EQR has not issued any shares under this program since September 14, 2012. Through May 2, 2014, 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.

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. Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million shares. EQR repurchased approximately $1.8 million (31,240 shares at a price of $56.87 per share) of its Common Shares (all related to the vesting of employees' restricted shares) during the quarter ended March 31, 2014. No open market repurchases have occurred since 2008. As of May 2, 2014, EQR has remaining authorization to repurchase an additional 12,968,760 of its shares. See Note 3 in the Notes to Consolidated Financial Statements 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.

53

The Company’s total debt summary and debt maturity schedules as of March 31, 2014 are as follows:

Debt Summary as of March 31, 2014
(Amounts in thousands)
	Amounts (1)		% of Total		Weighted Average Rates (1)		Weighted Average Maturities (years)
Secured	$	5,167,626	47.2	%	4.22	%	8.2
Unsecured	5,775,656		52.8	%	4.70	%	4.3
Total	$	10,943,282	100.0	%	4.47	%	6.1
Fixed Rate Debt:
Secured – Conventional	$	4,386,084	40.1	%	4.84	%	6.7
Unsecured – Public/Private	4,727,656		43.2	%	5.49	%	4.8
Fixed Rate Debt	9,113,740		83.3	%	5.18	%	5.7
Floating Rate Debt:
Secured – Conventional	56,868		0.5	%	2.21	%	0.5
Secured – Tax Exempt	724,674		6.6	%	0.63	%	17.0
Unsecured – Public/Private	750,000		6.9	%	1.33	%	0.8
Unsecured – Revolving Credit Facility	298,000		2.7	%	0.98	%	4.0
Floating Rate Debt	1,829,542		16.7	%	1.02	%	7.9
Total	$	10,943,282	100.0	%	4.47	%	6.1

(1) Net of the effect of any derivative instruments. Weighted average rates are for the quarter ended March 31, 2014.

Note: The Company capitalized interest of approximately $12.8 million and $8.4 million during the quarters ended March 31, 2014 and 2013, respectively.

Debt Maturity Schedule as of March 31, 2014
(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)
2014	$	509,160	$	48,883			$	558,043		5.1	%	5.25	%	5.02	%
2015	420,448		750,000			(2)	1,170,448			10.7	%	6.28	%	3.11	%
2016	1,193,250		—				1,193,250			10.9	%	5.34	%	5.34	%
2017	1,346,734		456				1,347,190			12.3	%	6.16	%	6.16	%
2018	84,359		395,659			(3)	480,018			4.4	%	5.61	%	1.75	%
2019	806,644		20,766				827,410			7.6	%	5.48	%	5.35	%
2020	1,678,601		809				1,679,410			15.3	%	5.49	%	5.49	%
2021	1,195,242		856				1,196,098			10.9	%	4.63	%	4.64	%
2022	228,933		905				229,838			2.1	%	3.17	%	3.18	%
2023	1,303,079		956				1,304,035			11.9	%	3.75	%	3.75	%
2024+	297,925		674,988				972,913			8.9	%	6.25	%	2.23	%
Premium/(Discount)	49,365		(64,736		)		(15,371		)	(0.1	%)	N/A		N/A
Total	$	9,113,740	$	1,829,542			$	10,943,282		100.0	%	5.20	%	4.46	%

(1) Net of the effect of any derivative instruments. Weighted average rates are as of March 31, 2014.

(2) Includes the Company's $750.0 million unsecured term loan facility that matures on January 11, 2015 and is subject to a one-year extension option exercisable by the Company.

(3) Includes $298.0 million outstanding on the Company's unsecured revolving credit facility. As of March 31, 2014, there was approximately $2.17 billion available on this facility.

54

The following table provides a summary of the Company’s unsecured debt as of March 31, 2014:

Unsecured Debt Summary as of March 31, 2014
(Amounts in thousands)
	Coupon Rate	Due Date		Face Amount		Unamortized Premium/ (Discount)			Net Balance
Fixed Rate Notes:
	5.250%	09/15/14		$	500,000	$	(28	)	$	499,972
	6.584%	04/13/15		300,000		(110		)	299,890
	5.125%	03/15/16		500,000		(103		)	499,897
	5.375%	08/01/16		400,000		(433		)	399,567
	5.750%	06/15/17		650,000		(1,653		)	648,347
	7.125%	10/15/17		150,000		(230		)	149,770
	4.750%	07/15/20		600,000		(2,861		)	597,139
	4.625%	12/15/21		1,000,000		(2,921		)	997,079
	3.000%	04/15/23		500,000		(4,005		)	495,995
	7.570%	08/15/26		140,000		—			140,000
				4,740,000		(12,344		)	4,727,656
Floating Rate Notes:
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)	298,000		—			298,000
Total Unsecured Debt				$	5,788,000	$	(12,344	)	$	5,775,656

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

(2) Represents the Company's $750.0 million unsecured term loan facility. 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) Represents the Company's $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 March 31, 2014, there was approximately $2.17 billion available on the Company's unsecured revolving credit facility.

An unspecified amount of equity and debt securities remains available for issuance by EQR and ERPOP under a universal shelf registration statement that automatically became effective upon filing with the SEC on July 30, 2013 and expires on July 30, 2016. In July 2013, the Board of Trustees also approved an increase to the amount of shares which be may offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. 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 March 31, 2014 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.

55

Equity Residential
Capital Structure as of March 31, 2014
(Amounts in thousands except for share/unit and per share amounts)
Secured Debt					$	5,167,626	47.2	%
Unsecured Debt					5,775,656		52.8	%
Total Debt					10,943,282		100.0	%	33.4	%
Common Shares (includes Restricted Shares)	361,148,189		96.2	%
Units (includes OP Units and LTIP Units)	14,375,319		3.8	%
Total Shares and Units	375,523,508		100.0	%
Common Share Price at March 31, 2014	$	57.99
					21,776,608		99.8	%
Perpetual Preferred Equity (see below)					50,000		0.2	%
Total Equity					21,826,608		100.0	%	66.6	%
Total Market Capitalization					$	32,769,890			100.0	%

Equity Residential
Perpetual Preferred Equity as of March 31, 2014
(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

The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of March 31, 2014 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 March 31, 2014
(Amounts in thousands except for unit and per unit amounts)
Secured Debt			$	5,167,626	47.2	%
Unsecured Debt			5,775,656		52.8	%
Total Debt			10,943,282		100.0	%	33.4	%
Total outstanding Units	375,523,508
Common Share Price at March 31, 2014	$	57.99
			21,776,608		99.8	%
Perpetual Preference Units (see below)			50,000		0.2	%
Total Equity			21,826,608		100.0	%	66.6	%
Total Market Capitalization			$	32,769,890			100.0	%

56

ERP Operating Limited Partnership
Perpetual Preference Units as of March 31, 2014
(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

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.

The Company has a flexible dividend policy which it believes will generate payouts closely aligned with the actual annual operating results of the Company’s core business and provide transparency to investors. Beginning in 2014, the Company's annual dividend will be paid based on 65% of the midpoint of the range of Normalized FFO guidance customarily provided as part of the Company's fourth quarter earnings release. The Company expects the annual dividend payout will be $2.00 per share and the Company intends to pay four quarterly dividends of $0.50 per share in 2014. All future dividends remain subject to the discretion of the Board of Trustees. The above assumption is based on current expectations and is forward-looking. While our current dividend policy makes it less likely we will over distribute, it will also lead to a dividend reduction more quickly 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 2014 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 through the issuance of secured and unsecured debt and equity securities, including additional OP Units, proceeds received from the disposition of certain properties and joint ventures and cash generated from operations after all distributions. In addition, the Company has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $27.1 billion in investment in real estate on the Company’s balance sheet at March 31, 2014, $18.3 billion or 67.8% 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+, Baa1 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.

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 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. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays 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 May 2, 2014, there was available borrowings of $2.10 billion (net of $34.7 million which was restricted/dedicated to support letters of credit and net of $370.0 million 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.

See Note 14 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to March 31, 2014.

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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 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.

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 quarter ended March 31, 2014, our actual improvements to real estate totaled approximately $32.2 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):

Capital Expenditures to Real Estate
For the Quarter Ended March 31, 2014
	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)	100,984	$	14,926	$	148	$	16,220	$	160	$	31,146	$	308
Non-Same Store Properties (4)	3,825	45		17		999		370		1,044		387
Other (5)	—	1				—				1
Total	104,809	$	14,972			$	17,219			$	32,191

(1) Total Apartment Units – Excludes 1,669 unconsolidated apartment units and 5,059 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 $7.9 million spent in the first quarter of 2014 on apartment unit renovations/rehabs (primarily kitchens and baths) on 980 same store apartment units (equating to about $8,100 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, 2013, less properties subsequently sold. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(4) Non-Same Store Properties – Primarily includes all properties acquired during 2013 and 2014, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. Per apartment unit amounts are based on a weighted average of 2,698 apartment units.

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

For 2014, the Company estimates that it will spend approximately $1,700 per apartment unit of capital expenditures, inclusive of apartment unit renovation/rehab costs, or $1,250 per apartment unit excluding apartment unit renovation/rehab costs. In 2014, the Company expects to spend approximately $45.0 million for all unit renovation/rehab costs (primarily on same store properties) at a weighted average cost of $8,500 per apartment unit rehabbed. These anticipated amounts represent an increase in the cost per unit over 2013, which is primarily driven by increases in building improvement costs (i.e. roofs, mechanical systems and siding) for the Archstone assets as well as certain large building improvement projects the Company had planned to complete in 2013 but will not finalize until 2014. The Company is accelerating its rehab/renovation efforts in 2014 with plans to continue to create value from our properties by doing those rehabs that meet our investment parameters. The above assumptions are based on current expectations and are forward-looking.

During the quarter ended March 31, 2014, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $0.2 million. The Company expects to fund approximately $2.5 million in total additions to non-real estate property for the remainder of 2014. 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 may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.

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 March 31, 2014.

Other

Total distributions paid in April 2014 amounted to $187.8 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the first quarter ended March 31, 2014.

Off-Balance Sheet Arrangements and Contractual Obligations

Archstone Acquisition  

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired unconsolidated interests in several joint ventures. The Company does not believe that these investments have a materially different impact upon its liquidity, cash flows, capital resources, credit or market risk than its other consolidated operating and/or development activities. Details of these interests follow by project:

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $53.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loanhas a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

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Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

1333 Powell (formerly known as Parkside at Emeryville) – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $16.2 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. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings (see Note 14 for further discussion on the German portfolio), and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At March 31, 2014, the remaining preferred interests have an aggregate liquidation value of $79.3 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

Other 

The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain 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 projects are now unconsolidated. Details of these projects follow:

• Nexus Sawgrass – This development project is substantially complete. Total project costs are expected to be approximately $79.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.2 million; the loan bears interest at 5.60% and matures January 1, 2021.

• Domain – This development project is substantially complete. Total project costs are expected to be approximately $154.6 million and construction is predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $95.0 million; the loan bears interest at 5.75% and matures January 1, 2022.

While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active 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.

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As of March 31, 2014, the Company has 12 consolidated projects (including 400 Park Avenue South in New York City which the Company is jointly developing with Toll Brothers – see Note 12 in the Notes to Consolidated Financial Statements for further discussion) totaling 3,871 apartment units and one unconsolidated project totaling 176 apartment units in various stages of development with estimated completion dates ranging through September 30, 2016, 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 of the Company’s 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. 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.

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 replacement 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 execution and supervision of major capital and/or renovation projects. These costs are reflected on the balance sheets as increases to depreciable property.

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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 sheets 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 quarters ended March 31, 2014 and 2013, the Company capitalized $5.6 million and $4.4 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and 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 quarter ended March 31, 2014, Fund From Operations ("FFO") available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased $186.5 million and increased $39.5 million, or 17.5%, respectively, as compared to the quarter ended March 31, 2013.

The following is the Company’s and the Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for the quarters ended March 31, 2014 and 2013:

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Funds From Operations and Normalized Funds From Operations
(Amounts in thousands)
	Quarter Ended March 31,
	2014			2013
Net income	$	82,732		$	1,061,034
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Preferred distributions	(1,036		)	(1,036		)
Net income available to Common Shares and Units / Units	81,192			1,059,973
Adjustments:
Depreciation	185,167			196,222
Depreciation – Non-real estate additions	(1,188		)	(1,216		)
Depreciation – Partially Owned Properties	(1,068		)	(1,275		)
Depreciation – Unconsolidated Properties	1,603			260
Discontinued operations:
Depreciation	—			23,816
Net (gain) on sales of discontinued operations	(71		)	(1,198,922		)
Gain on sale of Equity Corporate Housing (ECH)	—			250
FFO available to Common Shares and Units / Units (1) (3) (4)	265,635			79,108
Adjustments:
Asset impairment and valuation allowances	—			—
Property acquisition costs and write-off of pursuit costs	474			67,668
Debt extinguishment (gains) losses, including prepayment penalties, preferred
share/preference unit redemptions and non-cash convertible debt discounts	—			79,643
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)	9			(250		)
Other miscellaneous non-comparable items	(463		)	—
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)	$	265,655		$	226,169
FFO (1) (3)	$	266,671		$	80,144
Preferred/preference distributions	(1,036		)	(1,036		)
FFO available to Common Shares and Units / Units (1) (3) (4)	$	265,635		$	79,108
Normalized FFO (2) (3)	$	266,691		$	227,205
Preferred/preference distributions	(1,036		)	(1,036		)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)	$	265,655		$	226,169

(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/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

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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, 2013. 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 March 31, 2014, 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 first quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of March 31, 2014, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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(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 first quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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, 2013.

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, 2013.

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

(a) Unregistered Common Shares Issued in the Quarter Ended March 31, 2014 - Equity Residential

During the quarter ended March 31, 2014, EQR issued 18,043 Common Shares in exchange for 18,043 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.

(c) Common Shares Repurchased in the Quarter Ended March 31, 2014 - Equity Residential

The Company repurchased the following Common Shares during the quarter ended March 31, 2014:

Period	Total Number of Common Shares Purchased (1)	Price Paid Per Share (1)		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Common Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 2014	—	$	—	—	13,000,000
February 2014	31,240	$	56.87	31,240	12,968,760
March 2014	—	$	—	—	12,968,760
First Quarter 2014	31,240	$	56.87	31,240

(1) The Common Shares repurchased during the quarter ended March 31, 2014 represent Common Shares repurchased under the Company’s publicly announced share repurchase program approved by its Board of Trustees. All of the shares repurchased during the quarter ended March 31, 2014 were repurchased from employees at a price of $56.87 per share to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. EQR has authorization to repurchase an additional 12,968,760 of its shares as of March 31, 2014.

(c) OP Units Repurchased in the Quarter Ended March 31, 2014 - ERP Operating Limited Partnership

The Operating Partnership repurchased the following OP Units during the quarter ended March 31, 2014:

66

Period	Total Number of OP Units Purchased (1)	Price Paid Per Unit (1)		Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs (1)	OP Units that May Yet Be Purchased Under the Plans or Programs (1)
January 2014	—	$	—	—	13,000,000
February 2014	31,240	$	56.87	31,240	12,968,760
March 2014	—	$	—	—	12,968,760
First Quarter 2014	31,240	$	56.87	31,240

(1) The OP Units repurchased during the quarter ended March 31, 2014 represent OP Units redeemed in response to repurchases of Common Shares under the Company’s publicly announced share repurchase program approved by its Board of Trustees. All of the shares repurchased during the quarter ended March 31, 2014 were repurchased from employees at a price of $56.87 per share to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. EQR has authorization to repurchase an additional 12,968,760 of its shares as of March 31, 2014.

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

67

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:	May 8, 2014	By:	/s/ Mark J. Parrell
			Mark J. Parrell
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	May 8, 2014	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:	May 8, 2014	By:	/s/ Mark J. Parrell
			Mark J. Parrell
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	May 8, 2014	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	Third Amendment to 2011 Share Incentive Plan.	Attached herein.
12	Computation of Ratio of Earnings to Combined Fixed Charges.	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 March 31, 2014, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (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

THIRD AMENDMENT TO

2011 SHARE INCENTIVE PLAN

THIS THIRD AMENDMENT (the “Third Amendment”) to the 2011 SHARE INCENTIVE PLAN is executed as of April 30, 2014.

RECITALS

WHEREAS, the Board of Trustees of Equity Residential (the “Company”) adopted the 2011 Share Incentive Plan (the “Initial 2011 Plan”) on March 24, 2011, which was approved by the shareholders of the Company at the 2011 Annual Meeting of Shareholders.

WHEREAS, the Company amended the Initial 2011 Plan pursuant to a First Amendment dated July 10, 2012 (the “First Amendment”) and a Second Amendment dated November 4, 2013 (the “Second Amendment”). The Initial 2011 Plan, as modified by the First Amendment and Second Amendment, is hereinafter referred to as the “Plan”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan.

WHEREAS, the Company desires to further amend the Plan to provide for a minimum vesting period for Share Options and SARs granted to Company employees and non-Company employees.

NOW THEREFORE, the Plan is amended as follows:

1.    Share Options. Paragraph 6(c) of the Plan is deleted in its entirety and the following is substituted therefor:

(c)    General Exercisability. An Option granted to Company employees shall vest equally over a three-year period from the date of grant in three annual installments, and may be subject to such other conditions and restrictions, including a longer vesting period, as are established by the Committee as of the date of grant; provided, however, that an Option granted to non-Company employees may be subject to a minimum vesting period of one year. Upon vesting, each Option shall be exercisable, either in whole or in part, but in no event later than the Option’s "Expiration Date" (defined below). The Committee may establish performance goals to be achieved within such periods as may be selected by it in its discretion using such measures of performance of the Grantee, the Company and/or its subsidiaries as it may select. The "Expiration Date" with respect to an Option means the date established by the Committee at the date of grant (subject to any earlier termination by the Committee), but in no event later than the date which is ten (10) years after the date on which the Option is granted. All rights to purchase Shares pursuant to an Option shall cease as of the Option’s Expiration Date.

2. Share Appreciation Rights.Paragraph 7(d) of the Plan is deleted in its entirety and the following is substituted therefor:

(d)    Non-Tandem SAR Exercisability. A Non-Tandem SAR granted to Company employees shall vest equally over a three-year period from the date of grant in three annual installments, and may be subject to such other conditions and restrictions, including a longer vesting period, as are established by the Committee as of the date of grant; provided, however, that a Non-Tandem SAR granted to non-Company employees may be subject to a minimum vesting period of one year. Upon vesting, each Non-Tandem SAR shall be exercisable, either in whole or in part, but in no event later than the Non-Tandem SAR’s "Expiration Date" (defined below). The Committee may establish performance goals to be achieved within such periods as may be selected by it in its discretion using such measures of performance of the Grantee, the Company and/or its subsidiaries as it may select. The "Expiration Date" with respect to a Non-Tandem SAR or any portion thereof granted under the Plan means the date established by the Committee at the date of grant (subject to any earlier termination by the Committee), but in no event later than the date which is ten (10) years after the date on which the Non-Tandem SAR is granted.

3.    Plan in Full Force and Effect. After giving effect to this Third Amendment, the Plan remains in full force and effect.

IN WITNESS WHEREOF, this Third Amendment has been executed as of the date first written above.

EQUITY RESIDENTIAL

By:    /s/ Bruce C. Strohm

Bruce C. Strohm

Executive Vice President and General Counsel

EX-12

Exhibit 12

EQUITY RESIDENTIAL ERP OPERATING LIMITED PARTNERSHIP  Computation of Ratio of Earnings to Combined Fixed Charges ($ in thousands)
	Quarter Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
Income (loss) from continuing operations	$	81,698		$	(165,339	)	$	(168,174	)	$	160,298		$	(72,941	)	$	(204,152	)	$	(185,089	)
Interest expense incurred, net	113,049			194,467			586,854			455,236			460,172			455,692			481,849
Amortization of deferred financing costs	2,792			6,948			22,197			21,295			16,616			9,412			11,870
Earnings before combined fixed charges and preferred distributions	197,539			36,076			440,877			636,829			403,847			260,952			308,630
Preferred Share/Preference Unit distributions	(1,036		)	(1,036		)	(4,145		)	(10,355		)	(13,865		)	(14,368		)	(14,479		)
Premium on redemption of Preferred Shares/Preference Units	—			—			—			(5,152		)	—			—			—
Preference Interest and Junior Preference Unit distributions	—			—			—			—			—			—			(9		)
Earnings before combined fixed charges	$	196,503		$	35,040		$	436,732		$	621,322		$	389,982		$	246,584		$	294,142
Interest expense incurred, net	$	113,049		$	194,467		$	586,854		$	455,236		$	460,172		$	455,692		$	481,849
Amortization of deferred financing costs	2,792			6,948			22,197			21,295			16,616			9,412			11,870
Interest capitalized for real estate and unconsolidated entities under development	12,792			8,413			47,321			22,509			9,108			13,008			34,859
Amortization of deferred financing costs for real estate under development	—			1			152			—			—			2,768			3,585
Total combined fixed charges	128,633			209,829			656,524			499,040			485,896			480,880			532,163
Preferred Share/Preference Unit distributions	1,036			1,036			4,145			10,355			13,865			14,368			14,479
Premium on redemption of Preferred Shares/Preference Units	—			—			—			5,152			—			—			—
Preference Interest and Junior Preference Unit distributions	—			—			—			—			—			—			9
Total combined fixed charges and preferred distributions	$	129,669		$	210,865		$	660,669		$	514,547		$	499,761		$	495,248		$	546,651
Ratio of earnings before combined fixed charges to total combined fixed      charges (1)	1.53			—			—			1.25			—			—			—
Ratio of earnings before combined fixed charges and preferred distributions to      total combined fixed charges and preferred distributions (1)	1.52			—			—			1.24			—			—			—

(1) For the quarter ended March 31, 2013, the coverage deficiencies approximated $174.8 million. For the years ended 2013, 2011, 2010 and 2009, the coverage deficiencies approximated $219.8 million, $95.9 million, $234.3 million and $238.0 million, respectively. All ratios have been reduced due to the disposition of properties which resulted in the inclusion of those properties in discontinued operations. The ratios have been further reduced due to non-cash depreciation expense and impairment charges and premiums on the redemption of Preferred Shares/Preference Units. The Company was in compliance with its unsecured public debt covenants for all periods presented.

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: May 8, 2014

/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: May 8, 2014

/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: May 8, 2014

/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: May 8, 2014

/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 March 31, 2014 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

May 8, 2014

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 March 31, 2014 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

May 8, 2014

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 March 31, 2014 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

May 8, 2014

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 March 31, 2014 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

May 8, 2014

XML

Summary of Significant Accounting Policies (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Partially Owned Consolidated Properties	20
Partially Owned Consolidated Units	4,020
Noncontrolling Interests - Partially Owned Properties	$ 127,658,000	$ 126,583,000
Partially Owned Limited Life Partnership Properties	6
Noncontrolling Interest Balance Limited Life Partnerships	(10,000,000)
Noncontrolling Interests Settlement Value	$ 52,524,206

XML

Derivative and Other Fair Value Instruments (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	$ 11,428	$ 18,710
Fair Value Of Serp Investments	88,010	83,845
Assets, Fair Value Disclosure	99,438	102,555
Derivative liability, fair value	4,670
Other Liabilities, Fair Value Disclosure	88,010	83,845
Liabilities, Fair Value Disclosure	92,680	83,845
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	405,276	363,144
Fair Value, Inputs, Level 1 [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Fair Value Of Serp Investments	88,010	83,845
Assets, Fair Value Disclosure	88,010	83,845
Derivative liability, fair value	0
Other Liabilities, Fair Value Disclosure	88,010	83,845
Liabilities, Fair Value Disclosure	88,010	83,845
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	11,428	18,710
Fair Value Of Serp Investments	0	0
Assets, Fair Value Disclosure	11,428	18,710
Derivative liability, fair value	4,670
Other Liabilities, Fair Value Disclosure	0	0
Liabilities, Fair Value Disclosure	4,670	0
Redeemable Noncontrolling Interest Operating Partnership Liability Fair Value Disclosure	405,276	363,144
Fair Value, Inputs, Level 3 [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Fair Value Of Serp Investments	0	0
Assets, Fair Value Disclosure	0	0
Derivative liability, fair value	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

Investments in Partially Owned Entities (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Investments In Partially Owned Entities (Textuals) [Abstract]
Joint Venture Partner Ownership Percentage	80.00%
Equity Method Investment, Ownership Percentage	20.00%
Debt Instrument, Maturity Date	May 01, 2061
Preferred Interests	$ 65,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	148,500,000
Investment in Joint Venture	311,597,290
Number of Joint Ventures	2
Partners Payments To Acquire Equity Method Investments	40,100,000
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	20
Partially Owned Unconsolidated Properties	4
Partially Owned Consolidated Units	4,020
Partially Owned Unconsolidated Units	1,669
ASSETS
Real Estate Investment Property, at Cost	27,065,130,000		26,800,948,000
Real Estate Investment Property, Accumulated Depreciation	(4,992,877,000)		(4,807,709,000)
Investment in real estate, net	22,072,253,000		21,993,239,000
Cash and Cash Equivalents, at Carrying Value	37,209,000	56,087,000	53,534,000	612,590,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	205,068,000		178,526,000
Restricted Cash and Cash Equivalents	91,081,000		103,567,000
Deferred Finance Costs, Net	55,754,000		58,486,000
Other Assets	384,271,000		404,557,000
Total assets	22,889,631,000		22,834,545,000
LIABILITIES AND EQUITY
Secured Debt	5,167,626,000		5,174,166,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	161,838,000		118,791,000
Interest Payable	78,140,000		78,309,000
Other Liabilities	321,043,000		347,748,000
Security Deposit Liability	72,735,000		71,592,000
Total liabilities	11,764,797,000		11,626,205,000
Noncontrolling Interests Partially Owned Properties	127,658,000		126,583,000
Total liabilities and equity	22,889,631,000		22,834,545,000
Partially Owned Property Income Statement Schedule
Operating revenue	633,442,000	504,722,000
Depreciation	185,167,000	196,222,000
General and Administrative Expense	17,576,000	16,495,000
Operating Income	199,252,000	104,246,000
Interest and Other Income	605,000	320,000
Interest:
Interest Expense, Debt	113,049,000	194,467,000
Amortization of Financing Costs	2,792,000	6,948,000
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359,000	(118,568,000)
Income and other tax (expense) benefit	(222,000)	(405,000)
(Loss) from investments in unconsolidated entities	(1,409,000)	(46,366,000)
Net income	82,732,000	1,061,034,000
Consolidated Development Projects Held for and or Under Development [Member]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	0
Partially Owned Consolidated Units	0
ASSETS
Real Estate Investment Property, at Cost	310,147,000
Real Estate Investment Property, Accumulated Depreciation	0
Investment in real estate, net	310,147,000
Cash and Cash Equivalents, at Carrying Value	4,226,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	42,045,000
Deferred Finance Costs, Net	0
Other Assets	5,670,000
Total assets	362,088,000
LIABILITIES AND EQUITY
Secured Debt	0
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	17,438,000
Interest Payable	0
Other Liabilities	120,000
Security Deposit Liability	0
Total liabilities	17,558,000
Noncontrolling Interests Partially Owned Properties	117,689,000
Parent Equity Interest	226,841,000
Total Equity Interest	344,530,000
Total liabilities and equity	362,088,000
Partially Owned Property Income Statement Schedule
Operating revenue	0
Operating Expenses	77,000
Gross Profit	(77,000)
Depreciation	0
General and Administrative Expense	(9,000)
Operating Income	(68,000)
Interest and Other Income	0
Other Nonoperating Income (Expense)	(42,000)
Interest:
Interest Expense, Debt	0
Amortization of Financing Costs	0
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	(110,000)
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	(110,000)
Consolidated Completed, Not Stabilized [Member]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	1
Partially Owned Consolidated Units	268
ASSETS
Real Estate Investment Property, at Cost	48,319,000
Real Estate Investment Property, Accumulated Depreciation	0
Investment in real estate, net	48,319,000
Cash and Cash Equivalents, at Carrying Value	698,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	32,000
Deferred Finance Costs, Net	0
Other Assets	2,000
Total assets	49,051,000
LIABILITIES AND EQUITY
Secured Debt	0
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	1,413,000
Interest Payable	0
Other Liabilities	49,000
Security Deposit Liability	21,000
Total liabilities	1,483,000
Noncontrolling Interests Partially Owned Properties	1,244,000
Parent Equity Interest	46,324,000
Total Equity Interest	47,568,000
Total liabilities and equity	49,051,000
Partially Owned Property Income Statement Schedule
Operating revenue	468,000
Operating Expenses	204,000
Gross Profit	264,000
Depreciation	0
General and Administrative Expense	116,000
Operating Income	148,000
Interest and Other Income	0
Other Nonoperating Income (Expense)	0
Interest:
Interest Expense, Debt	0
Amortization of Financing Costs	0
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	148,000
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	148,000
Consolidated Operating [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	19
Partially Owned Consolidated Units	3,752
ASSETS
Real Estate Investment Property, at Cost	674,916,000
Real Estate Investment Property, Accumulated Depreciation	(178,165,000)
Investment in real estate, net	496,751,000
Cash and Cash Equivalents, at Carrying Value	11,611,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	53,844,000
Restricted Cash and Cash Equivalents	220,000
Deferred Finance Costs, Net	2,407,000
Other Assets	26,641,000
Total assets	591,474,000
LIABILITIES AND EQUITY
Secured Debt	360,217,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	2,806,000
Interest Payable	1,283,000
Other Liabilities	1,114,000
Security Deposit Liability	1,839,000
Total liabilities	367,259,000
Noncontrolling Interests Partially Owned Properties	8,725,000
Parent Equity Interest	215,490,000
Total Equity Interest	224,215,000
Total liabilities and equity	591,474,000
Partially Owned Property Income Statement Schedule
Operating revenue	21,308,000
Operating Expenses	6,453,000
Gross Profit	14,855,000
Depreciation	5,363,000
General and Administrative Expense	12,000
Operating Income	9,480,000
Interest and Other Income	3,000
Other Nonoperating Income (Expense)	(7,000)
Interest:
Interest Expense, Debt	(3,887,000)
Amortization of Financing Costs	(88,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	5,501,000
Income and other tax (expense) benefit	(36,000)
(Loss) from investments in unconsolidated entities	(419,000)
Net income	5,046,000
Consolidated Total [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Properties	20
Partially Owned Consolidated Units	4,020
ASSETS
Real Estate Investment Property, at Cost	1,033,382,000
Real Estate Investment Property, Accumulated Depreciation	(178,165,000)
Investment in real estate, net	855,217,000
Cash and Cash Equivalents, at Carrying Value	16,535,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	53,844,000
Restricted Cash and Cash Equivalents	42,297,000
Deferred Finance Costs, Net	2,407,000
Other Assets	32,313,000
Total assets	1,002,613,000
LIABILITIES AND EQUITY
Secured Debt	360,217,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	21,657,000
Interest Payable	1,283,000
Other Liabilities	1,283,000
Security Deposit Liability	1,860,000
Total liabilities	386,300,000
Noncontrolling Interests Partially Owned Properties	127,658,000
Parent Equity Interest	488,655,000
Total Equity Interest	616,313,000
Total liabilities and equity	1,002,613,000
Partially Owned Property Income Statement Schedule
Operating revenue	21,776,000
Operating Expenses	6,734,000
Gross Profit	15,042,000
Depreciation	5,363,000
General and Administrative Expense	119,000
Operating Income	9,560,000
Interest and Other Income	3,000
Other Nonoperating Income (Expense)	(49,000)
Interest:
Interest Expense, Debt	(3,887,000)
Amortization of Financing Costs	(88,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	5,539,000
Income and other tax (expense) benefit	(36,000)
(Loss) from investments in unconsolidated entities	(419,000)
Net income	5,084,000
Unconsolidated Development Projects Held for and or Under Development [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Properties	0
Partially Owned Unconsolidated Units	0
ASSETS
Real Estate Investment Property, at Cost	49,332,000
Real Estate Investment Property, Accumulated Depreciation	0
Investment in real estate, net	49,332,000
Cash and Cash Equivalents, at Carrying Value	450,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	0
Deferred Finance Costs, Net	65,000
Other Assets	0
Total assets	49,847,000
LIABILITIES AND EQUITY
Secured Debt	16,154,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	4,078,000
Interest Payable	32,000
Other Liabilities	339,000
Security Deposit Liability	0
Total liabilities	20,603,000
Noncontrolling Interests Partially Owned Properties	27,858,000
Parent Equity Interest	1,386,000
Total Equity Interest	29,244,000
Total liabilities and equity	49,847,000
Partially Owned Property Income Statement Schedule
Operating revenue	0
Operating Expenses	44,000
Gross Profit	(44,000)
Depreciation	0
General and Administrative Expense	0
Operating Income	(44,000)
Interest and Other Income	0
Other Nonoperating Income (Expense)	0
Interest:
Interest Expense, Debt	0
Amortization of Financing Costs	0
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	(44,000)
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	(44,000)
Unconsolidated Completed, Not Stabilized [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Properties	3
Partially Owned Unconsolidated Units	1,333
ASSETS
Real Estate Investment Property, at Cost	285,191,000
Real Estate Investment Property, Accumulated Depreciation	(4,669,000)
Investment in real estate, net	280,522,000
Cash and Cash Equivalents, at Carrying Value	1,803,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	120,000
Deferred Finance Costs, Net	126,000
Other Assets	365,000
Total assets	282,936,000
LIABILITIES AND EQUITY
Secured Debt	176,232,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	915,000
Interest Payable	725,000
Other Liabilities	867,000
Security Deposit Liability	258,000
Total liabilities	178,997,000
Noncontrolling Interests Partially Owned Properties	73,412,000
Parent Equity Interest	30,527,000
Total Equity Interest	103,939,000
Total liabilities and equity	282,936,000
Partially Owned Property Income Statement Schedule
Operating revenue	4,528,000
Operating Expenses	1,917,000
Gross Profit	2,611,000
Depreciation	2,782,000
General and Administrative Expense	12,000
Operating Income	(183,000)
Interest and Other Income	0
Other Nonoperating Income (Expense)	0
Interest:
Interest Expense, Debt	(1,992,000)
Amortization of Financing Costs	(3,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	(2,178,000)
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	(2,178,000)
Unconsolidated Operating [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Properties	1
Partially Owned Unconsolidated Units	336
ASSETS
Real Estate Investment Property, at Cost	55,585,000
Real Estate Investment Property, Accumulated Depreciation	(5,052,000)
Investment in real estate, net	50,533,000
Cash and Cash Equivalents, at Carrying Value	1,378,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	48,000
Deferred Finance Costs, Net	4,000
Other Assets	1,032,000
Total assets	52,995,000
LIABILITIES AND EQUITY
Secured Debt	30,410,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	210,000
Interest Payable	0
Other Liabilities	863,000
Security Deposit Liability	109,000
Total liabilities	31,592,000
Noncontrolling Interests Partially Owned Properties	20,450,000
Parent Equity Interest	953,000
Total Equity Interest	21,403,000
Total liabilities and equity	52,995,000
Partially Owned Property Income Statement Schedule
Operating revenue	1,353,000
Operating Expenses	559,000
Gross Profit	794,000
Depreciation	447,000
General and Administrative Expense	43,000
Operating Income	304,000
Interest and Other Income	0
Other Nonoperating Income (Expense)	0
Interest:
Interest Expense, Debt	(279,000)
Amortization of Financing Costs	0
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	25,000
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	25,000
Unconsolidated Total [Domain]
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Properties	4
Partially Owned Unconsolidated Units	1,669
ASSETS
Real Estate Investment Property, at Cost	390,108,000
Real Estate Investment Property, Accumulated Depreciation	(9,721,000)
Investment in real estate, net	380,387,000
Cash and Cash Equivalents, at Carrying Value	3,631,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0
Restricted Cash and Cash Equivalents	168,000
Deferred Finance Costs, Net	195,000
Other Assets	1,397,000
Total assets	385,778,000
LIABILITIES AND EQUITY
Secured Debt	222,796,000
Accounts Payable And Accrued Liabilities Current And Noncurrent Other Than Interest And Dividend Payable	5,203,000
Interest Payable	757,000
Other Liabilities	2,069,000
Security Deposit Liability	367,000
Total liabilities	231,192,000
Noncontrolling Interests Partially Owned Properties	121,720,000
Parent Equity Interest	32,866,000
Total Equity Interest	154,586,000
Total liabilities and equity	385,778,000
Partially Owned Property Income Statement Schedule
Operating revenue	5,881,000
Operating Expenses	2,520,000
Gross Profit	3,361,000
Depreciation	3,229,000
General and Administrative Expense	55,000
Operating Income	77,000
Interest and Other Income	0
Other Nonoperating Income (Expense)	0
Interest:
Interest Expense, Debt	(2,271,000)
Amortization of Financing Costs	(3,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	(2,197,000)
Income and other tax (expense) benefit	0
(Loss) from investments in unconsolidated entities	0
Net income	(2,197,000)
Residual JV [Domain]
ASSETS
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	147,600,000
Joint Venture Partner [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Land purchase price	57,900,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	75,700,000
LIABILITIES AND EQUITY
Noncontrolling Interests Partially Owned Properties	117,350,387
Company's Portion [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Land purchase price	76,100,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	102,500,000
Nexus Sawgrass [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Project Cost	79,000,000
Maximum Debt Commitment	48,700,000
Debt Instrument, Maturity Date	Jan. 01, 2021
Debt Instrument, Interest Rate, Stated Percentage	5.60%
LIABILITIES AND EQUITY
Secured Debt	48,200,000
Domain [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Project Cost	154,600,000
Maximum Debt Commitment	98,600,000
Debt Instrument, Maturity Date	Jan. 01, 2022
Debt Instrument, Interest Rate, Stated Percentage	5.75%
LIABILITIES AND EQUITY
Secured Debt	95,000,000
Archstone Transaction [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Liquidation Value Preferred Interests	79,300,000
Business Acquisition, Percentage of Voting Interests Acquired		60.00%
Joint Venture Partner Ownership Percentage	40.00%
Company's Portion [Member]
Investments In Partially Owned Entities (Textuals) [Abstract]
Preferred Interests	39,000,000
Enclave at Wellington [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Business Acquisition, Percentage of Voting Interests Acquired	95.00%
Initial Basis of Real Estate, Consolidated	26,200,000
Project Cost	50,000,000
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Units	268
East Palmetto Park [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Business Acquisition, Percentage of Voting Interests Acquired	90.00%
Initial Basis of Real Estate, Consolidated	20,200,000
Partially Owned Consolidated Units to be Developed	377
Wisconsin Place [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Business Acquisition, Percentage of Voting Interests Acquired	75.00%
Initial Basis of Real Estate, Consolidated	198,500,000
Partially Owned Property Balance Sheet Schedule
Partially Owned Consolidated Units	432
ASSETS
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	56,500,000
San Norterra [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Project Cost	53,300,000
Equity Method Investment, Ownership Percentage	85.00%
Initial Basis of Land, Unconsolidated	16,900,000
Maximum Debt Commitment	34,800,000
Debt Instrument, Description of Variable Rate Basis	LIBOR plus 2.00%
Debt Instrument, Maturity Date	Jan. 06, 2015
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Units	388
LIABILITIES AND EQUITY
Secured Debt	33,000,000
Waterton Tenside [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Equity Method Investment, Ownership Percentage	20.00%
Initial Basis of Land, Unconsolidated	5,100,000
Debt Instrument, Maturity Date	Dec. 01, 2018
Debt Instrument, Interest Rate, Stated Percentage	3.66%
Partially Owned Property Balance Sheet Schedule
Partially Owned Unconsolidated Units	336
LIABILITIES AND EQUITY
Secured Debt	30,400,000
1333 Powell (formerly Parkside at Emeryville) [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Project Cost	75,000,000
Equity Method Investment, Ownership Percentage	5.00%
Initial Basis of Land, Unconsolidated	(2,100,000)
Maximum Debt Commitment	39,500,000
Debt Instrument, Description of Variable Rate Basis	LIBOR plus 2.25%
Debt Instrument, Maturity Date	Aug. 14, 2015
Partially Owned Unconsolidated Units To Be Developed	176
Guarantor Obligations, Maximum Exposure	19,700,000
LIABILITIES AND EQUITY
Secured Debt	$ 16,200,000
London Interbank Offered Rate (LIBOR) [Member] | San Norterra [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Debt Instrument, Basis Spread on Variable Rate	2.00%
London Interbank Offered Rate (LIBOR) [Member] | 1333 Powell (formerly Parkside at Emeryville) [Domain]
Investments In Partially Owned Entities (Textuals) [Abstract]
Debt Instrument, Basis Spread on Variable Rate	2.25%

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Derivative and Other Fair Value Instruments (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Increase (Decrease) in Fair Value of Interest Rate Fair Value Hedging Instruments	$ 0	$ (1,471)
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge	0	1,471
Effective Portion - Amount of Gain/ (Loss) Recognized in OCI on Derivative	(11,952)	2,814
Effective Portion - Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income	(4,129)	(8,272)
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	0	(1,471)
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge	0	1,471
Derivative, Description of Hedged Item	N/A	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	(11,952)	2,814
Effective Portion - Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income	(4,129)	(8,272)
Ineffective Portion - Amount of Gain/ (Loss) Reclassifed from Accumulated OCI into Income	$ 0	$ 0

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Real Estate (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 Consolidated Rental Properties [Member]	May 02, 2014 Land [Member]	Mar. 31, 2014 Land [Member]
Properties acquired	1	1
Property Units Acquired	430	430
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	$ 148,500	$ 143,000	$ 10,300	$ 5,500

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Deposits - Restricted (Tables)

3 Months Ended

Mar. 31, 2014

Deposits - Restricted [Abstract]

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

The following table presents the Company’s restricted deposits as of March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014		December 31, 2013
Earnest money on pending acquisitions	$	1,344	$	4,514
Restricted deposits on real estate investments	44,037		53,771
Resident security and utility deposits	45,195		44,777
Other	505		505
Totals	$	91,081	$	103,567

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Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	$ 81,698	$ (165,339)
Income (Loss) Attributable to Noncontrolling Interest	(3,053)	6,836
Allocation Of Net Income Loss To Noncontrolling Interests Partially Owned Properties	(504)	(25)
Dividends, Preferred Stock	(1,036)	(1,036)
Income (Loss) from Continuing Operations Attributable to Parent	77,105	(159,564)
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	994	1,176,214
Net Income Loss Available To Common Stockholder Basic	78,099	1,016,650
Income From Continuing Operations Available To Common Shares	80,158
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	1,034	1,226,373
Net Income (Loss) Available to Common Stockholders, Diluted	81,192	1,016,650
Weighted Average Number of Shares Outstanding, Basic	360,470	337,532
Dilutive Op Units	13,731
Dilutive Securities Options	2,183
Weighted Average Number of Shares Outstanding, Diluted	376,384	337,532
Earnings Per Share, Basic	$ 0.217	$ 3.012
Earnings Per Share, Diluted	$ 0.216	$ 3.012
Income (loss) from continuing operations available to Common Shares	$ 0.214	$ (0.473)
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share	$ 0.003	$ 3.485
Income (loss) from continuing operations available to Common Shares	$ 0.213	$ (0.473)
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share	$ 0.003	$ 3.485
OPERATING PARTNERSHIP
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	81,698	(165,339)
Allocation Of Net Income Loss To Noncontrolling Interests Partially Owned Properties	(504)	(25)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	1,034	1,226,373
Dilutive Securities Options	2,183
Earnings Per Share, Basic	$ 0.217	$ 3.012
Earnings Per Share, Diluted	$ 0.216	$ 3.012
Income (loss) from continuing operations available to Common Shares	$ 0.214	$ (0.473)
Income (loss) from continuing operations available to Common Shares	$ 0.213	$ (0.473)
Dividend preference units	(1,036)	(1,036)
Income Loss From Continuing Operations Available To Units	80,158	(166,400)
Net Income loss available to Op unitholders basic diluted numerator	$ 81,192	$ 1,059,973
Weighted Average Limited Partnership and General Partnership Units Outstanding, Basic	374,201	351,255
Weighted Average Number Of Limited Partnership And General Partnership Unit Outstanding Diluted	376,384	351,255
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership and General Partnership Unit, Basic	$ 0.003	$ 3.485
Income Loss From Discontinued Operations Net Of Tax Per Outstanding Limited Partnership And General Partnership Diluted	$ 0.003	$ 3.485

XML

Reportable Segments

3 Months Ended

Mar. 31, 2014

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

Segment Reporting Disclosure [Text Block]

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 located in its core markets represent its reportable segments (with the aggregation of Los Angeles, Orange County and San Diego into the Southern California reportable segment). The Company's operating segments located in its non-core markets that are not material have also been aggregated in the tables presented below.

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 quarters ended March 31, 2014 and 2013, 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 and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment 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 quarters ended March 31, 2014 and 2013, respectively, as well as total assets and capital expenditures at March 31, 2014 (amounts in thousands):

	Quarter Ended March 31, 2014							Quarter Ended March 31, 2013
	Rental Income		Operating Expenses		NOI			Rental Income			Operating Expenses			NOI
Same store (1)
Boston	$	61,907	$	22,154	$	39,753		$	59,054		$	20,207		$	38,847
Denver	26,611		7,449		19,162			24,970			7,217			17,753
New York	111,185		46,202		64,983			107,997			43,111			64,886
San Francisco	81,261		26,655		54,606			74,945			28,156			46,789
Seattle	37,725		12,768		24,957			35,372			12,237			23,135
South Florida	48,437		18,184		30,253			46,239			17,643			28,596
Southern California	102,665		34,347		68,318			98,210			34,587			63,623
Washington DC	110,396		37,396		73,000			110,993			35,884			75,109
Non-core	33,691		13,084		20,607			32,672			12,443			20,229
Total same store	613,878		218,239		395,639			590,452			211,485			378,967
Non-same store/other (2) (3)
Boston	1,028		211		817			256			53			203
Seattle	1,687		690		997			25			1			24
South Florida	800		466		334			14			78			(64		)
Southern California	7,174		3,122		4,052			1,292			617			675
Washington DC	4,934		1,863		3,071			1,806			653			1,153
Other (3)	1,224		5,194		(3,970		)	1,140			9,955			(8,815		)
Total non-same store/other	16,847		11,546		5,301			4,533			11,357			(6,824		)
Archstone pre-ownership (4)	—		—		—			(92,423		)	(36,729		)	(55,694		)
Total	$	630,725	$	229,785	$	400,940		$	502,562		$	186,113		$	316,449

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

(4) Represents pro forma Archstone pre-ownership results for the period January 1, 2013 to February 27, 2013 that is included in 2013 same store results.

	Quarter Ended March 31, 2014
	Total Assets		Capital Expenditures
Same store (1)
Boston	$	1,968,613	$	4,078
Denver	536,226		762
New York	4,727,805		3,051
San Francisco	2,769,826		5,716
Seattle	1,053,600		2,205
South Florida	1,178,426		3,119
Southern California	3,000,465		5,142
Washington DC	4,299,085		5,529
Non-core	640,141		1,544
Total same store	20,174,187		31,146
Non-same store/other (2) (3)
Boston	48,971		263
Seattle	190,041		160
South Florida	70,725		(1		)
Southern California	446,912		173
Washington DC	305,668		449
Other (3)	1,653,127		1
Total non-same store/other	2,715,444		1,045
Total	$	22,889,631	$	32,191

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

Note: Markets/Metro Areas included in the above Southern California and Non-core segments are as follows:

(a) Southern California – Los Angeles, Orange County and San Diego.

(b) Non-core – Inland Empire, CA, New England (excluding Boston), Orlando and Phoenix.

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Quarter Ended March 31,
	2014			2013
Rental income	$	630,725		$	502,562
Property and maintenance expense	(125,573		)	(98,529		)
Real estate taxes and insurance expense	(82,094		)	(65,095		)
Property management expense	(22,118		)	(22,489		)
Total operating expenses	(229,785		)	(186,113		)
Net operating income	$	400,940		$	316,449

XML

Debt Mortgage Notes Payable (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Credit enhanced debt [Member]	May 08, 2014 Secured Debt [Member]	Mar. 31, 2014 Secured Debt [Member]
Debt Instrument [Line Items]
Mortgage notes payable	$ 5,167,626		$ 5,174,166	$ 700,500
Repayments Of Mortgage Notes Payable	$ 3,034	$ 3,244			$ 3,100	$ 3,000
Debt Instrument, Maturity Date	May 01, 2061
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.04%
Interest rate range to maximum	7.25%
Weighted Average Mortgage Debt Interest Rate	4.22%

XML

Equity, Capital and Other Interests Preferred (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
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
100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013	$ 50,000	$ 50,000
Series K Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Preference Units Issued	1,000,000	1,000,000
Preferred Stock Preference Units Outstanding	1,000,000	1,000,000
Preferred Stock Preference Units Redemption Price Per Share Unit	$ 50.00	$ 50.00
Preferred Stock Preference Units Dividend Rate Percentage	8.29%	8.29%
Preferred Stocks Preference Units Redemption Date	Dec. 10, 2026
Annual Dividend Per Preferred Share Preference Unit	$ 4.145
100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013	50,000	50,000
Preference Units	$ 50,000	$ 50,000

XML

Reportable Segments (Tables)

3 Months Ended

Mar. 31, 2014

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

Reportable Segments Schedule

The following tables present NOI for each segment from our rental real estate specific to continuing operations for the quarters ended March 31, 2014 and 2013, respectively, as well as total assets and capital expenditures at March 31, 2014 (amounts in thousands):

	Quarter Ended March 31, 2014							Quarter Ended March 31, 2013
	Rental Income		Operating Expenses		NOI			Rental Income			Operating Expenses			NOI
Same store (1)
Boston	$	61,907	$	22,154	$	39,753		$	59,054		$	20,207		$	38,847
Denver	26,611		7,449		19,162			24,970			7,217			17,753
New York	111,185		46,202		64,983			107,997			43,111			64,886
San Francisco	81,261		26,655		54,606			74,945			28,156			46,789
Seattle	37,725		12,768		24,957			35,372			12,237			23,135
South Florida	48,437		18,184		30,253			46,239			17,643			28,596
Southern California	102,665		34,347		68,318			98,210			34,587			63,623
Washington DC	110,396		37,396		73,000			110,993			35,884			75,109
Non-core	33,691		13,084		20,607			32,672			12,443			20,229
Total same store	613,878		218,239		395,639			590,452			211,485			378,967
Non-same store/other (2) (3)
Boston	1,028		211		817			256			53			203
Seattle	1,687		690		997			25			1			24
South Florida	800		466		334			14			78			(64		)
Southern California	7,174		3,122		4,052			1,292			617			675
Washington DC	4,934		1,863		3,071			1,806			653			1,153
Other (3)	1,224		5,194		(3,970		)	1,140			9,955			(8,815		)
Total non-same store/other	16,847		11,546		5,301			4,533			11,357			(6,824		)
Archstone pre-ownership (4)	—		—		—			(92,423		)	(36,729		)	(55,694		)
Total	$	630,725	$	229,785	$	400,940		$	502,562		$	186,113		$	316,449

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

(4) Represents pro forma Archstone pre-ownership results for the period January 1, 2013 to February 27, 2013 that is included in 2013 same store results.

	Quarter Ended March 31, 2014
	Total Assets		Capital Expenditures
Same store (1)
Boston	$	1,968,613	$	4,078
Denver	536,226		762
New York	4,727,805		3,051
San Francisco	2,769,826		5,716
Seattle	1,053,600		2,205
South Florida	1,178,426		3,119
Southern California	3,000,465		5,142
Washington DC	4,299,085		5,529
Non-core	640,141		1,544
Total same store	20,174,187		31,146
Non-same store/other (2) (3)
Boston	48,971		263
Seattle	190,041		160
South Florida	70,725		(1		)
Southern California	446,912		173
Washington DC	305,668		449
Other (3)	1,653,127		1
Total non-same store/other	2,715,444		1,045
Total	$	22,889,631	$	32,191

(1) Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold, which represented 100,984 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(2) Non-same store primarily includes properties acquired after January 1, 2013, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company.

(3) Other includes development and other corporate operations.

Reconciliation of NOI

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Quarter Ended March 31,
	2014			2013
Rental income	$	630,725		$	502,562
Property and maintenance expense	(125,573		)	(98,529		)
Real estate taxes and insurance expense	(82,094		)	(65,095		)
Property management expense	(22,118		)	(22,489		)
Total operating expenses	(229,785		)	(186,113		)
Net operating income	$	400,940		$	316,449

XML

Debt Lines of Credit (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Line of Credit Facility [Line Items]
Debt Instrument, Maturity Date	May 01, 2061
500.0 million ability to increase	$ 500,000,000
A 250 billion LOC [Member] [Domain]
Line of Credit Facility [Line Items]
Unsecured revolving credit facility	2,500,000,000
Debt Instrument, Maturity Date	Apr. 01, 2018
Remaining borrowing capacity	2,170,000,000
Amount restricted/dedicated to support letters of credit	34,674,455
Line of Credit Facility Amount Outstanding Period End	298,000,000
Weighted Average Interest Rate Revolving Credit Facility	0.98%
A 175 billion LOC [Member]
Line of Credit Facility [Line Items]
Unsecured revolving credit facility	$ 1,750,000,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line Of Credit Spread	1.05%
Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Line Of Credit Facility Commitment Fee	15 Basis Points
Debt Instrument, Description of Variable Rate Basis	LIBOR plus 1.05%

XML

Subsequent Events/Other (Details) (USD $)	3 Months Ended				1 Months Ended	3 Months Ended	1 Months Ended			1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	May 02, 2014 Forward Starting Swaps [Member]	Mar. 31, 2014 Forward Starting Swaps [Member]	May 08, 2014 Secured Debt [Member]	Mar. 31, 2014 Secured Debt [Member]	May 08, 2014 Land [Member]	May 02, 2014 Land [Member]	Mar. 31, 2014 Land [Member]	May 08, 2014 Land Parcel Portion [Member]	Mar. 31, 2013 Other Expense [Member]
Subsequent Event [Line Items]
Land parcels acquired							1
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	$ 148,500,000							$ 10,300,000	$ 5,500,000
Proceeds From Sale Of Property										8,200,000
Repayments Of Mortgage Notes Payable	3,034,000	3,244,000			3,100,000	3,000,000
Notional Amount of Hedge Instruments			50,000,000	450,000,000
Write-off of pursuit costs	452,000	2,533,000									2,600,000
Litigation Settlement, Amount	$ 500,000

XML

Commitments to Acquire/Dispose of Real Estate (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Commitments to Acquire Real Estate
Properties Acquired-Total	0
Rental Units Acquired - Total	0
Purchase Price - Total	$ 16,300
Commitments to Dispose of Real Estate
Properties Disposed - Total	4
Rental Units Disposed-Total	1,360
Sales Price For Commitments To Dispose	224,150
Land Parcel [Member]
Commitments to Acquire Real Estate
Purchase Price - Total	16,300
Land Parcels Contracted to be Acquired	1
Rental Properties Disposed of [Member]
Commitments to Dispose of Real Estate
Properties Disposed - Total	4
Rental Units Disposed-Total	1,360
Sales Price For Commitments To Dispose	192,050
Land Parcel [Member]
Commitments to Dispose of Real Estate
Sales Price For Commitments To Dispose	$ 32,100

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 82,732	$ 1,061,034
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	185,167	220,038
Amortization of deferred financing costs	2,792	7,176
Amortization of Intangible Assets	829	292
Amortization of discounts and premiums on debt	(2,938)	(7,071)
Amortization of deferred settlements on derivative instruments	3,996	8,139
Write-off of pursuit costs	452	2,533
Loss from investments in unconsolidated entities	1,409	46,366
Distributions from unconsolidated entities - return on capital	914	257
Net loss on sales of land parcels	30	0
Net (gain) on sales of discontinued operations	(71)	(1,198,922)
Unrealized (gain) on derivative instruments	(3)	0
Compensation paid with Company Common Shares	12,981	10,236
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(418)	1,733
Decrease in mortgage deposits	375	1,651
Decrease in other assets	18,613	15,220
Increase in accounts payable and accrued expenses	55,263	47,498
(Decrease) increase in accrued interest payable	(169)	1,039
(Decrease) in other liabilities	(26,194)	(18,437)
Increase (decrease) in security deposits	1,143	(5,268)
Net cash provided by operating activities	336,903	193,514
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to Acquire Businesses, Net of Cash Acquired	0	(4,000,643)
Investment in real estate – acquisitions	(148,535)	0
Investment in real estate - development/other	(122,340)	(65,232)
Improvements to real estate	(32,191)	(26,599)
Additions to non-real estate property	(159)	(1,942)
Interest capitalized for real estate and unconsolidated entities under development	(12,792)	(8,413)
Proceeds from disposition of real estate, net	0	2,955,398
Investments in unconsolidated entities	(6,254)	(283)
Proceeds From Distributions Received From Unconsolidated Subsidiaries	7,680	0
Decrease in deposits on real estate acquisitions and investments, net	12,904	101,668
(Increase) decrease in mortgage deposits	(91)	4,473
Acquisition of Noncontrolling Interests – Partially Owned Properties	(2,501)	0
Net cash (used for) investing activities	(304,279)	(1,041,573)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(60)	(13,869)
Mortgage Deposits	(1,643)	(632)
Mortgage notes payable:
Lump sum payoffs	0	(584,020)
Scheduled principal repayments	(3,034)	(3,244)
Notes, net:
Proceeds from Notes Payable	0	750,000
Line of Credit Facility:
Proceeds	1,751,000	5,850,000
Repayments	(1,568,000)	(5,455,000)
Proceeds from Employee Stock Purchase Plan	1,741	1,763
Proceeds from exercise of options	15,785	7,174
Payments for Repurchase of Common Stock	(1,777)	0
Payment of offering costs	0	(406)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,684	3,299
Contributions - Noncontrolling Interests - Operating Partnership	3	3
Distributions:
Common Shares	(234,282)	(249,330)
Preferred Shares	(1,036)	0
Noncontrolling Interests – Operating Partnership	(9,217)	(10,837)
Noncontrolling Interests – Partially Owned Properties	(4,113)	(3,345)
Net cash (used for) provided by financing activities	(48,949)	291,556
Net (decrease) in cash and cash equivalents	(16,325)	(556,503)
Cash and cash equivalents, beginning of period	53,534	612,590
Cash and cash equivalents, end of period	37,209	56,087
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	112,152	182,356
Net cash paid for income and other taxes	596	483
AmortizationOfDeferredFinancingCosts [Abstract]
Amortization Of Deferred Financing Costs Investment In Real Estate Net	0	(1)
Amortization Of Deferred Financing Costs Deferred Financing Costs Net	2,792	7,177
Amortization of discounts and premiums on debt:
Mortgage notes payable	(3,506)	(7,557)
Notes, net	568	486
Amortization of deferred settlements on derivative instruments:
Other liabilities	(133)	(133)
Losses reclassified into earnings from other comprehensive income	4,129	8,272
Loss From Investments In Unconsolidated Entities [Abstract]
Income Loss From Equity Method Investments Merger	472	42,213
Other Liabilities Loss From Investments in unconsolidated entities	937	4,153
Distributions from unconsolidated entities return on capital [Abstract]
Distributions from unconsolidated entities investments in unconsolidated entities	862	257
Distributions from unconsolidated entities other liabilities	52	0
Unrealized (gain) on derivative instruments:
Other assets	7,279	1,471
Notes, net	0	(1,471)
Other liabilities	4,670	(2,814)
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Acquisition of Archstone, net of cash acquired [Abstract]
Acquisition of Archstone Investment in Real Estate Net	39,929	(8,707,967)
Acquisition of Archstone Investments in Unconsolidated Entities	(33,993)	(218,197)
Acquisition of Archstone Deposits Restricted	0	(474)
Acquisition of Archstone Escrow Deposits Mortgage	0	(35,898)
Acquisition of Archstone Deferred Financing Costs	0	(25,780)
Acquisition of Archstone Other Assets	(2,586)	(204,523)
Acquisition of Archstone Mortgage Notes Payable	0	3,076,876
Acquisition of Archstone Accounts Payable And Accrued Liabilities	(146)	17,593
Acqusition of Archstone Interest Payable	0	11,256
Acquisition of Archstone Other Liabilities	(3,204)	117,391
Acquisition of Archstone Security Deposits	0	10,949
Acquisition of Archstone Common Shares Issued	0	1,929,868
Acquisition of Archstone Noncontrolling Interests Partially Owned Properties	0	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(12,774)	(8,089)
Investments in unconsolidated entities	(18)	(324)
Investments in unconsolidated entities [Abstract]
Investments in unconsolidated entities	(1,454)	(283)
Investments in unconsolidated entities other liabilities	(4,800)	0
Other:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	$ (91)	$ 873

XML

Equity, Capital and Other Interests ERP Units (Details)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Capital Unit [Line Items]
Common Shares And Units Outstanding	375,523,508
Exercise of EQR share options	493,995
EQR's Employee Share Purchase Plan (ESPP)	37,928
Restricted Share Grants Net	162,349
OP Units repurchased and retired	(31,240)
Conversion Of Restricted Shares To Ltip Units Shares	(12,146)
Units Ownership Interest in Operating Partnership	3.80%
General And Limited Partner [Member]
Capital Unit [Line Items]
Common Shares And Units Outstanding	375,523,508	374,659,636
Exercise of EQR share options	493,995
EQR's Employee Share Purchase Plan (ESPP)	37,928
Restricted Share Grants Net	162,349
Issuance Of LTIPs	200,840
OP Units repurchased and retired	(31,240)
Limited Partner [Member]
Capital Unit [Line Items]
Issuance Of LTIPs	200,840
Conversion Of Restricted Shares To Ltip Units Shares	12,146
Shares Issued During Period Shares Conversion Of Units To Common Shares	(18,043)
Total Units Outstanding	14,375,319	14,180,376

XML

Equity, Capital and Other Interests (Tables)

3 Months Ended

Mar. 31, 2014

Common shares and units rollforward

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 quarter ended March 31, 2014:

	2014
Common Shares
Common Shares outstanding at January 1,	360,479,260
Common Shares Issued:
Conversion of OP Units	18,043
Exercise of share options	493,995
Employee Share Purchase Plan (ESPP)	37,928
Restricted share grants, net	162,349
Common Shares Other:
Conversion of restricted shares to LTIP Units	(12,146	)
Repurchased and retired	(31,240	)
Common Shares outstanding at March 31,	361,148,189
Units
Units outstanding at January 1,	14,180,376
LTIP Units, net	200,840
Conversion of restricted shares to LTIP Units	12,146
Conversion of OP Units to Common Shares	(18,043	)
Units outstanding at March 31,	14,375,319
Total Common Shares and Units outstanding at March 31,	375,523,508
Units Ownership Interest in Operating Partnership	3.8	%

Redeemable Noncontrolling Interest [Table Text Block]

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the quarter ended March 31, 2014 (amounts in thousands):

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

Schedule Of Preferred Stock [Table Text Block]

The following table presents the Company’s issued and outstanding Preferred Shares as of March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		March 31, 2014		December 31, 2013
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 March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

(1) On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or

in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on Preferred Shares are payable quarterly.

Limited Partner [Member]

Common shares and units rollforward

The following tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the quarter ended March 31, 2014:

	2014
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	374,659,636
Issued to General Partner:
Exercise of EQR share options	493,995
EQR’s Employee Share Purchase Plan (ESPP)	37,928
EQR's restricted share grants, net	162,349
Issued to Limited Partners:
LTIP Units, net	200,840
OP Units Other:
Repurchased and retired	(31,240	)
General and Limited Partner Units outstanding at March 31,	375,523,508
Limited Partner Units
Limited Partner Units outstanding at January 1,	14,180,376
Limited Partner LTIP Units, net	200,840
Conversion of EQR restricted shares to LTIP Units	12,146
Conversion of Limited Partner OP Units to EQR Common Shares	(18,043	)
Limited Partner Units outstanding at March 31,	14,375,319
Limited Partner Units Ownership Interest in Operating Partnership	3.8	%

Redeemable Noncontrolling Interest [Table Text Block]

The following table presents the changes in the redemption value of the Redeemable Limited Partners for the quarter ended March 31, 2014 (amounts in thousands):

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

Schedule Of Preferred Stock [Table Text Block]

The following table presents the Operating Partnership’s issued and outstanding “Preference Units” as of March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		March 31, 2014		December 31, 2013
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

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

(2) Dividends on Preference Units are payable quarterly.

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Business (Tables)

3 Months Ended

Mar. 31, 2014

Business [Abstract]

Property/Unit schedule

The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties	Apartment Units
Wholly Owned Properties	367	99,936
Master-Leased Properties – Consolidated	3	853
Partially Owned Properties – Consolidated	20	4,020
Partially Owned Properties – Unconsolidated	4	1,669
Military Housing	2	5,059
	396	111,537

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Derivative and Other Fair Value Instruments (Details Textuals) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Derivative [Line Items]
Mortgage notes payable	$ 5,167,626,000	$ 5,174,166,000
Notes, net	5,477,656,000	5,477,088,000
Fair value of mortgage notes payable	5,100,000,000	5,100,000,000
Fair value of unsecured notes payable including line of credit	6,100,000,000	5,900,000,000
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)	(163,598,151)	(155,800,000)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	21,900,000
Total Note Payable and Long-Term Line of Credit [Member]
Derivative [Line Items]
Notes, net	$ 5,775,656,000	$ 5,600,000,000

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Equity, Capital and Other Interests Text (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013 Archstone Transaction [Member]
Issuance of Common Shares		34,468,085
Stock Issued During Period, Value, New Issues		$ 1,900,000,000
Average Price Per Common Share Issued	$ 56.87	$ 55.99
Units Issued During Period New Issues		34,468,085
Additional Common Shares Authorized	13,000,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	13,000,000
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	12,968,760
Stock Repurchased And Retired	(31,240)
Value Of Stock Repurchased And Retired	1,800,000
Payments to Acquire Interest in Subsidiaries and Affiliates	2,500,000
Increase To Reduction Of Paid In Capital	500,000
Reduction In Partially Owned Properties	1,000,000
Reduction In Other Liabilities	$ 1,000,000

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Real Estate (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Real Estate Investments And Accumlated Depreciation [Table Text Block}

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014			December 31, 2013
Land	$	6,281,124		$	6,192,512
Depreciable property:
Buildings and improvements	17,843,201			17,509,609
Furniture, fixtures and equipment	1,273,171			1,214,220
In-Place lease intangibles	507,100			502,218
Projects under development:
Land	390,850			353,574
Construction-in-progress	474,327			635,293
Land held for development:
Land	253,350			341,389
Construction-in-progress	42,007			52,133
Investment in real estate	27,065,130			26,800,948
Accumulated depreciation	(4,992,877		)	(4,807,709		)
Investment in real estate, net	$	22,072,253		$	21,993,239

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of March 31, 2014 and December 31, 2013 (amounts in thousands):

Description	Balance Sheet Location	March 31, 2014			December 31, 2013
Assets
Ground lease intangibles – below market	Other Assets	$	178,251		$	178,251
Retail lease intangibles – above market	Other Assets	1,260			1,260
Lease intangible assets		179,511			179,511
Accumulated amortization		(5,502		)	(4,364		)
Lease intangible assets, net		$	174,009		$	175,147
Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities	5,500			5,500
Lease intangible liabilities		7,900			7,900
Accumulated amortization		(1,471		)	(1,161		)
Lease intangible liabilities, net		$	6,429		$	6,739

Schedule of Expected Amortization Expense [Table Text Block]

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

	Remaining
	2014			2015			2016			2017			2018			2019
Ground lease intangibles	$	3,241		$	4,321		$	4,321		$	4,321		$	4,321		$	4,321
Retail lease intangibles	(758		)	(1,016		)	(908		)	(540		)	(71		)	(71		)
Total	$	2,483		$	3,305		$	3,413		$	3,781		$	4,250		$	4,250

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):

Land	$	2,239,000
Depreciable property:
Buildings and improvements	5,765,538
Furniture, fixtures and equipment	61,470
In-Place lease intangibles	304,830
Projects under development	36,583
Land held for development	244,097
Investments in unconsolidated entities	230,608
Other assets	195,260
Other liabilities	(108,997		)
Net assets acquired	$	8,968,389

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Text Block]

The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):

Description	Balance Sheet Location	Fair Value
Ground lease intangibles – below market	Other Assets	$	178,251
Retail lease intangibles – above market	Other Assets	1,260
Ground lease intangibles – above market	Other Liabilities	2,400
Retail lease intangibles – below market	Other Liabilities	8,040

Business Acquisition, Pro Forma Information [Table Text Block]

The following table illustrates the effect on net income, earnings per share – basic and earnings per share – diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per share amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Common Shares	1,130,671
Earnings per share - basic:
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362
Earnings per share - diluted (1):
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362

(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 pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.

Acquired Properties Table Text Block

During the quarter ended March 31, 2014, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	1	430	$	143,000
Land Parcel – Consolidated	—	—	5,500
Total	1	430	$	148,500

Partnership Interest [Member]

Business Acquisition, Pro Forma Information [Table Text Block]

The following table illustrates the effect on net income, earnings per Unit – basic and earnings per Unit – diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per Unit amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Units	1,178,887
Earnings per Unit - basic:
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085
Earnings per Unit - diluted (1):
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.

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Commitments to Acquire/Dispose of Real Estate (Tables)

3 Months Ended

Mar. 31, 2014

Commitments to Acquire Dispose of Real Estate [Abstract]

Real Estate to be Acquired Table Text Block

The Company has entered into a separate agreement to acquire the following (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Land Parcel (one)	—	—	$	16,300
Total	—	—	$	16,300

Disposed Properties Table Text Block

In addition to the portion of the land parcel that was 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	4	1,360	$	192,050
Land Parcel	—	—	32,100
Total	4	1,360	$	224,150

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Comprehensive income:
Net income	$ 82,732	$ 1,061,034
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Losses reclassified into earnings from other comprehensive income	(4,129)	(8,272)
Other comprehensive income – other instruments:
Unrealized holding gains arising during the period	0	427
Other comprehensive income (loss) – foreign currency:
Currency translation adjustments arising during the period	91	(873)
Other comprehensive (loss) income	(7,732)	10,640
Comprehensive income	75,000	1,071,674
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties	(3,302)	(43,774)
Comprehensive income attributable to controlling interests	71,698	1,027,900
OPERATING PARTNERSHIP
Comprehensive income:
Net income	82,732	1,061,034
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Losses reclassified into earnings from other comprehensive income	4,129	8,272
Other comprehensive income – other instruments:
Unrealized holding gains arising during the period	0	427
Other comprehensive income (loss) – foreign currency:
Currency translation adjustments arising during the period	91	(873)
Other comprehensive (loss) income	(7,732)	10,640
Comprehensive income	75,000	1,071,674
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504)	(25)
Comprehensive income attributable to controlling interests	$ 74,496	$ 1,071,649

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Investments in Partially Owned Entities (Tables)

3 Months Ended

Mar. 31, 2014

Investments in Partially Owned Entities [Abstract]

Partially Owned Property Balance Sheet Schedule [Table Text Block]

The following tables and information summarize the Company’s investments in partially owned entities as of March 31, 2014 (amounts in thousands except for project and apartment unit amounts):

	Consolidated										Unconsolidated
	Development Projects										Development Projects
	Held for and/or Under Development		Completed, Not Stabilized (3)		Operating			Total			Held for and/or Under Development		Completed, Not Stabilized (3)			Operating			Total
Total projects (1)	—		1		19			20			—		3			1			4
Total apartment units (1)	—		268		3,752			4,020			—		1,333			336			1,669
Balance sheet information at 3/31/14 (at 100%):
ASSETS
Investment in real estate	$	310,147	$	48,319	$	674,916		$	1,033,382		$	49,332	$	285,191		$	55,585		$	390,108
Accumulated depreciation	—		—		(178,165		)	(178,165		)	—		(4,669		)	(5,052		)	(9,721		)
Investment in real estate, net	310,147		48,319		496,751			855,217			49,332		280,522			50,533			380,387
Cash and cash equivalents	4,226		698		11,611			16,535			450		1,803			1,378			3,631
Investments in unconsolidated entities	—		—		53,844			53,844			—		—			—			—
Deposits – restricted	42,045		32		220			42,297			—		120			48			168
Deferred financing costs, net	—		—		2,407			2,407			65		126			4			195
Other assets	5,670		2		26,641			32,313			—		365			1,032			1,397
Total assets	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (2)	$	—	$	—	$	360,217		$	360,217		$	16,154	$	176,232		$	30,410		$	222,796
Accounts payable & accrued expenses	17,438		1,413		2,806			21,657			4,078		915			210			5,203
Accrued interest payable	—		—		1,283			1,283			32		725			—			757
Other liabilities	120		49		1,114			1,283			339		867			863			2,069
Security deposits	—		21		1,839			1,860			—		258			109			367
Total liabilities	17,558		1,483		367,259			386,300			20,603		178,997			31,592			231,192
Noncontrolling Interests – Partially Owned Properties/ Partners' equity	117,689		1,244		8,725			127,658			27,858		73,412			20,450			121,720
Company equity/General and Limited Partners' Capital	226,841		46,324		215,490			488,655			1,386		30,527			953			32,866
Total equity/capital	344,530		47,568		224,215			616,313			29,244		103,939			21,403			154,586
Total liabilities and equity/capital	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778

Partially Owned Property Income Statement Schedule [Table Text Block]

	Consolidated											Unconsolidated
	Development Projects											Development Projects
	Held for and/or Under Development											Held for and/or Under Development						Operating
				Completed, Not Stabilized (3)											Completed, Not Stabilized (3)
						Operating			Total												Total
Operating information for the quarter ended 3/31/14 (at 100%):
Operating revenue	$	—		$	468	$	21,308		$	21,776		$	—		$	4,528		$	1,353		$	5,881
Operating expenses	77			204		6,453			6,734			44			1,917			559			2,520
Net operating (loss) income	(77		)	264		14,855			15,042			(44		)	2,611			794			3,361
Depreciation	—			—		5,363			5,363			—			2,782			447			3,229
General and administrative/other	(9		)	116		12			119			—			12			43			55
Operating (loss) income	(68		)	148		9,480			9,560			(44		)	(183		)	304			77
Interest and other income	—			—		3			3			—			—			—			—
Other expenses	(42		)	—		(7		)	(49		)	—			—			—			—
Interest:
Expense incurred, net	—			—		(3,887		)	(3,887		)	—			(1,992		)	(279		)	(2,271		)
Amortization of deferred financing costs	—			—		(88		)	(88		)	—			(3		)	—			(3		)
(Loss) income before income and other taxes and (loss) from investments in unconsolidated entities	(110		)	148		5,501			5,539			(44		)	(2,178		)	25			(2,197		)
Income and other tax (expense) benefit	—			—		(36		)	(36		)	—			—			—			—
(Loss) from investments in unconsolidated entities	—			—		(419		)	(419		)	—			—			—			—
Net (loss) income	$	(110	)	$	148	$	5,046		$	5,084		$	(44	)	$	(2,178	)	$	25		$	(2,197	)

(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 $16.2 million outstanding debt balance on one unconsolidated development project.

(3) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.

Note: The above tables exclude the Company's interests in unconsolidated joint ventures entered into with 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 $79.3 million at March 31, 2014. The ventures are owned 60% by the Company and 40% by AVB.

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Equity, Capital and Other Interests EQR Common Shares (Details)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Common Shares outstanding at January 1,	361,148,189	360,479,260
Common Shares Issued:
Conversion of OP Units	18,043
Exercise of share options	493,995
Employee Share Purchase Plan (ESPP)	37,928
Restricted Share Grants Net	162,349
Conversion Of Restricted Shares To Ltip Units Shares	(12,146)
Stock Repurchased And Retired	(31,240)
Units
Common Shares And Units Outstanding	375,523,508
Units Ownership Interest in Operating Partnership	3.80%
Limited Partner [Member]
Common Shares Issued:
Conversion Of Restricted Shares To Ltip Units Shares	12,146
Units
Total Units Outstanding	14,375,319	14,180,376
Issuance Of LTIPs	200,840
Shares Issued During Period Shares Conversion Of Units To Common Shares	(18,043)

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Derivative and Other Fair Value Instruments (Details) (Forward Starting Swaps [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	May 02, 2014
Forward Starting Swaps [Member]
Derivative [Line Items]
Current Notional Balance	$ 450,000	$ 50,000
Lowest Possible Notional	450,000
Highest Possible Notional	$ 450,000
Lowest Interest Rate	2.125%
Highest Interest Rate	3.23%
Earliest Maturity Date	2024
Latest Maturity Date	2025

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Investment in real estate
Land	$ 6,281,124	$ 6,192,512
Depreciable property	19,623,472	19,226,047
Projects under development	865,177	988,867
Land held for development	295,357	393,522
Real Estate Investment Property, at Cost	27,065,130	26,800,948
Real Estate Investment Property, Accumulated Depreciation	(4,992,877)	(4,807,709)
Investment in real estate, net	22,072,253	21,993,239
Cash and cash equivalents	37,209	53,534
Investments in unconsolidated entities	205,068	178,526
Deposits - restricted	91,081	103,567
Escrow deposits - mortgage	43,995	42,636
Deferred financing costs, net	55,754	58,486
Other assets	384,271	404,557
Total assets	22,889,631	22,834,545
Liabilities:
Mortgage notes payable	5,167,626	5,174,166
Notes, net	5,477,656	5,477,088
Lines of credit	298,000	115,000
Accounts payable and accrued expenses	161,838	118,791
Accrued interest payable	78,140	78,309
Other liabilities	321,043	347,748
Security deposits	72,735	71,592
Distributions payable	187,759	243,511
Total liabilities	11,764,797	11,626,205
Commitments and contingencies
Redeemable Noncontrolling Interests - Operating Partnership	405,276	363,144
Shareholders' equity:
100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013	50,000	50,000
1,000,000,000 shares authorized; 361,148,189 shares issued and outstanding as of March 31, 2014 and 360,479,260 shares issued and outstanding as of December 31, 2013	3,611	3,605
Paid in capital	8,541,046	8,561,500
Retained earnings	1,944,798	2,047,258
Accumulated other comprehensive (loss)	(162,894)	(155,162)
Total shareholders' equity	10,376,561	10,507,201
Noncontrolling Interests:
Operating Partnership	215,339	211,412
Noncontrolling Interests - Partially Owned Properties	127,658	126,583
Total Noncontrolling Interests	342,997	337,995
Total equity	10,719,558	10,845,196
Total liabilities and equity	$ 22,889,631	$ 22,834,545

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Real Estate (Details) (USD $)	3 Months Ended										3 Months Ended				3 Months Ended			3 Months Ended					3 Months Ended				12 Months Ended	3 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2013 Consolidated Properties [Member]	Mar. 31, 2014 2014 [Member]	Mar. 31, 2014 2015 [Member]	Mar. 31, 2014 2016 [Member]	Mar. 31, 2014 2017 [Member]	Mar. 31, 2014 2018 [Member]	Mar. 31, 2014 2019 [Member]	Mar. 31, 2014 Archstone [Member]	Mar. 31, 2013 Archstone [Member]	Mar. 31, 2014 Building and Building Improvements [Member]	Mar. 31, 2014 Furniture and Fixtures [Member]	Mar. 31, 2013 Archstone Transaction [Member]	Mar. 31, 2014 Archstone Transaction [Member]	Mar. 31, 2013 Unconsolidated Properties [Member]	Mar. 31, 2013 Investment Banking and Legal/Accounting Fees [Member]	Mar. 31, 2014 Projects under development [Member]	Dec. 31, 2013 Projects under development [Member]	Mar. 31, 2014 Land held for development [Member]	Dec. 31, 2013 Land held for development [Member]	Mar. 31, 2013 Archstone Transaction [Member]	Mar. 31, 2014 OPERATING PARTNERSHIP	Mar. 31, 2013 OPERATING PARTNERSHIP	Dec. 31, 2013 OPERATING PARTNERSHIP	Dec. 31, 2012 Public Offering [Member]	Mar. 31, 2013 Archstone Transaction [Member]	Mar. 31, 2013 Term Loan [Member]	Mar. 31, 2014 Consolidated Rental Properties [Member]	Dec. 31, 2013 Consolidated Rental Properties [Member]	May 08, 2014 Land [Member]
Land	$ 6,281,124,000		$ 6,192,512,000																					$ 6,281,124,000		$ 6,192,512,000
Property, Plant and Equipment, Gross [Abstract]
Investment Building and Building Improvements	17,843,201,000		17,509,609,000
Fixtures and Equipment, Gross	1,273,171,000		1,214,220,000
Finite-Lived Intangible Assets, Gross	507,100,000		502,218,000
Land Under Development																			390,850,000	353,574,000
Projects under development	865,177,000		988,867,000																474,327,000	635,293,000	42,007,000	52,133,000		865,177,000		988,867,000
Land held for development	295,357,000		393,522,000																		253,350,000	341,389,000		295,357,000		393,522,000
Real Estate Investment Property, at Cost	27,065,130,000		26,800,948,000																					27,065,130,000		26,800,948,000
Real Estate Investment Property, Accumulated Depreciation	(4,992,877,000)		(4,807,709,000)																					(4,992,877,000)		(4,807,709,000)
Investment in real estate, net	22,072,253,000		21,993,239,000																					22,072,253,000		21,993,239,000
Ground Lease Intangibles Below Market	178,251,000		178,251,000													178,251,000
Retail Lease Intangibles Above Market	1,260,000		1,260,000													1,260,000
Lease Intangible Assets	179,511,000		179,511,000
Amortization of Intangible Assets	(5,502,000)		(4,364,000)
Lease Intangible Assets, Net	174,009,000		175,147,000
Ground Lease Intangibles Above Market	2,400,000		2,400,000													2,400,000
Retail Lease Intangibles Below Market	5,500,000		5,500,000													8,040,000
Lease Intangible Liabilities	7,900,000		7,900,000
Amortization Of Intangible Liabilities	(1,471,000)		(1,161,000)
Lease Intangible Liabilities, net	6,429,000		6,739,000
Ground Lease Amortization	1,100,000	400,000
Retail Lease Amortization	300,000	100,000
Weighted Average Ground Lease Amortization Period	49.8
Weighted Average Retail Lease Amortization Period	2.8
Ground Lease Intangibles Amortization					3,241,000	4,321,000	4,321,000	4,321,000	4,321,000	4,321,000
Retail Lease Intangibles Amortization					(758,000)	(1,016,000)	(908,000)	(540,000)	(71,000)	(71,000)
Total Above And Below Market Ground Lease Intangibles And Retail Lease Intangibles					2,483,000	3,305,000	3,413,000	3,781,000	4,250,000	4,250,000
Business Acquisition, Percentage of Voting Interests Acquired															60.00%
Properties acquired	1														71															1
Property Units Acquired	430																						20,160							430
Partially Owned Properties Acquired Properties															1
Partially Owned Units Acquired Units															432
Partially Owned Unconsolidated Properties Acquired															1
Partially Owned Unconsolidated Units Acquired															336
Master Leased Properties Acquired		3													3
Master Leased Units Acquired															853
Uncompleted Development Properties Acquired				2											4		2
Uncompleted Development Units Acquired															964
Land parcels acquired															14																	1
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net																8,968,389,000
Payments to Acquire Businesses, Net of Cash Acquired	0	4,000,643,000										4,000,000,000												0	4,000,643,000
Mortgage notes payable	5,167,626,000		5,174,166,000									2,000,000,000												5,167,626,000		5,174,166,000
Issuance of Common Shares																											21,850,000	34,468,085
Stock Issued During Period, Value, New Issues																											1,200,000,000	1,900,000,000
Average Price Per Common Share Issued	$ 56.87																										$ 54.75	$ 55.99
Noncash or Part Noncash Acquisition, Debt Assumed											3,100,000,000
Mark-to-Market Debt Premiums		127,900,000
Proceeds From Sale Of Property																															4,500,000,000
Term Loan Principal Amount																													750,000,000
Number of Properties Subject to Ground Leases		9
Business Acquisition, Purchase Price Allocation, Land											2,239,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment													5,765,538,000	61,470,000
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets											304,830,000
Business Combination Purchase Price Allocation Projects Under Development											36,583,000
Business Combination Purchase Price Allocation Land Held for Development											244,097,000
Business Combination Purchase Price Allocation Investments in Unconsolidated Entities											230,608,000
Business Acquisition, Purchase Price Allocation, Other Assets											195,260,000
Business Acquisition, Purchase Price Allocation, Other Liabilities											(108,997,000)
Business Combination, Acquisition Related Costs	94,700,000
Payments of Financing Costs	60,000	13,869,000									(13,500,000)	2,500,000												60,000	13,869,000
Merger Expenses	81,200,000	19,100,000																19,100,000
Income Loss From Equity Method Investments Merger Expenses		46,000,000
Business Acquisition, Pro Forma Revenue		638,499,000																							638,499,000
Business Acquisition, Proforma Income Loss From Continuing Operations		(34,473,000)																							(34,473,000)
Business Acquisition, Proforma Income Loss From Discontinued Operations Net Of Tax		1,213,615,000																							1,213,615,000
Business Acquisition, Pro Forma Net Income (Loss)		1,179,142,000																							1,179,142,000
Business Acquisition, Proforma Net Income Available to Common Shares		1,130,671,000
Business Acquisition, Proforma Net Income Available to Units																									1,178,887,000
Business Acquisition, Pro Forma Earnings Per Share, Basic		$ 3.15																							$ 3.15
Business Acquisition, Pro Forma Earnings Per Share, Diluted		$ 3.15																							$ 3.15
Business Acquisition, Proforma Weighted Average Common Shares Basic		359,362,000
Business Acquisition, Proforma Weighted Average Number Of Shares Diluted		359,362,000
Business Acquisition, Proforma Weighted Average Limited Partnership And General Partnership Units Outstanding Basic																									373,085,000
Business Acquisition, Proforma Weighted Average Number Of Limited Partnership And General Partnership Unit Outstanding Diluted																									373,085,000
Severance Costs												44,800,000
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual															52,600,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual															$ 36,200,000

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CONSOLIDATED STATEMENTS OF OPERATIONS OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
REVENUES
Rental income	$ 630,725,000	$ 502,562,000
Fee and asset management	2,717,000	2,160,000
Total revenues	633,442,000	504,722,000
EXPENSES
Property and maintenance	125,573,000	98,529,000
Real estate taxes and insurance	82,094,000	65,095,000
Property management	22,118,000	22,489,000
Fee and asset management	1,662,000	1,646,000
Depreciation	185,167,000	196,222,000
General and administrative	17,576,000	16,495,000
Total expenses	434,190,000	400,476,000
Operating Income	199,252,000	104,246,000
Interest and other income	605,000	320,000
Other expenses	(657,000)	(21,719,000)
Interest:
Expense incurred, net	(113,049,000)	(194,467,000)
Amortization of deferred financing costs	(2,792,000)	(6,948,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359,000	(118,568,000)
Income and other tax (expense) benefit	(222,000)	(405,000)
(Loss) from investments in unconsolidated entities	(1,409,000)	(46,366,000)
Net (loss) on sales of land parcels	(30,000)	0
Income (loss) from continuing operations	81,698,000	(165,339,000)
Discontinued operations, net	1,034,000	1,226,373,000
Net income	82,732,000	1,061,034,000
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504,000)	(25,000)
Net income attributable to controlling interests	79,135,000	1,017,686,000
Earnings per Unit - basic:
Income (loss) from continuing operations available to Units	$ 0.214	$ (0.473)
Net income available to Units	$ 0.217	$ 3.012
Earnings per Unit - diluted:
Income (loss) from continuing operations available to Units	$ 0.213	$ (0.473)
Net income available to Units	$ 0.216	$ 3.012
OPERATING PARTNERSHIP
REVENUES
Rental income	630,725,000	502,562,000
Fee and asset management	2,717,000	2,160,000
Total revenues	633,442,000	504,722,000
EXPENSES
Property and maintenance	125,573,000	98,529,000
Real estate taxes and insurance	82,094,000	65,095,000
Property management	22,118,000	22,489,000
Fee and asset management	1,662,000	1,646,000
Depreciation	185,167,000	196,222,000
General and administrative	17,576,000	16,495,000
Total expenses	434,190,000	400,476,000
Operating Income	199,252,000	104,246,000
Interest and other income	605,000	320,000
Other expenses	(657,000)	(21,719,000)
Interest:
Expense incurred, net	(113,049,000)	(194,467,000)
Amortization of deferred financing costs	(2,792,000)	(6,948,000)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359,000	(118,568,000)
Income and other tax (expense) benefit	(222,000)	(405,000)
(Loss) from investments in unconsolidated entities	(1,409,000)	(46,366,000)
Net (loss) on sales of land parcels	(30,000)	0
Income (loss) from continuing operations	81,698,000	(165,339,000)
Discontinued operations, net	1,034,000	1,226,373,000
Net income	82,732,000	1,061,034,000
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504,000)	(25,000)
Net income attributable to controlling interests	82,228,000	1,061,009,000
ALLOCATION OF NET INCOME:
Preference Units	1,036,000	1,036,000
General Partner	78,099,000	1,016,650,000
Limited Partners	3,093,000	43,323,000
Net income available to Units	$ 81,192,000	$ 1,059,973,000
Earnings per Unit - basic:
Income (loss) from continuing operations available to Units	$ 0.214	$ (0.473)
Net income available to Units	$ 0.217	$ 3.012
Weighted average Units outstanding	374,201	351,255
Earnings per Unit - diluted:
Income (loss) from continuing operations available to Units	$ 0.213	$ (0.473)
Net income available to Units	$ 0.216	$ 3.012
Weighted average Units outstanding	376,384	351,255
Distributions declared per Unit outstanding	$ 0.50	$ 0.40

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Commitments and Contingencies (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
300 properties designed and built in violation of accessibility requirements	300
Projects in various stages of development	12
Units in various stages of development	3,871
Consolidated Project Under Development Commitment Fund	$ 1,142,758,000
Various stages of development with estimated completion dates ranging through September 30, 2016	Sep. 30, 2016
Number Of Unconsolidated Projects	3
Number Of Apartments Units Under Development Unconsolidated Projects	176
Estimated completion period of project	Dec. 31, 2014
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	148,500,000
Investment in Joint Venture	311,597,290
Noncontrolling Interests - Partially Owned Properties	127,658,000	126,583,000
Company's Portion [Member]
Land purchase price	76,100,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	102,500,000
Joint Venture Partner [Member]
Land purchase price	57,900,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	75,700,000
Noncontrolling Interests - Partially Owned Properties	117,350,387
Unconsolidated Development Projects Held for and or Under Development [Domain]
Number Of Unconsolidated Projects	1
1333 Powell (formerly Parkside at Emeryville) [Domain]
Guarantor Obligations, Maximum Exposure	$ 19,700,000

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

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

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

	Quarter Ended March 31,
	2014			2013
Numerator for net income per share – basic:
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Allocation to Noncontrolling Interests – Operating Partnership, net	(3,053		)	6,836
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Preferred distributions	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	77,105			(159,564		)
Discontinued operations, net of Noncontrolling Interests	994			1,176,214
Numerator for net income per share – basic	$	78,099		$	1,016,650
Numerator for net income per share – diluted (1):
Income from continuing operations	$	81,698
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)
Preferred distributions	(1,036		)
Income from continuing operations available to Common Shares	80,158
Discontinued operations, net	1,034
Numerator for net income per share – diluted (1)	$	81,192		$	1,016,650
Denominator for net income per share – basic and diluted (1):
Denominator for net income per share – basic	360,470			337,532
Effect of dilutive securities:
OP Units	13,731
Long-term compensation shares/units	2,183
Denominator for net income per share – diluted (1)	376,384			337,532
Net income per share – basic	$	0.22		$	3.01
Net income per share – diluted	$	0.22		$	3.01
Net income per share – basic:
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	$	0.214		$	(0.473	)
Discontinued operations, net of Noncontrolling Interests	0.003			3.485
Net income per share – basic	$	0.217		$	3.012
Net income per share – diluted (1):
Income (loss) from continuing operations available to Common Shares	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per share – diluted	$	0.216		$	3.012

(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 for the quarter ended March 31, 2013.

Operating Partnership [Member]

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

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

	Quarter Ended March 31,
	2014			2013
Numerator for net income per Unit – basic and diluted (1):
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Allocation to Preference Units	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Units	80,158			(166,400		)
Discontinued operations, net	1,034			1,226,373
Numerator for net income per Unit – basic and diluted (1)	$	81,192		$	1,059,973
Denominator for net income per Unit – basic and diluted (1):
Denominator for net income per Unit - basic	374,201			351,255
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term    compensation shares/units	2,183
Denominator for net income per Unit – diluted (1)	376,384			351,255
Net income per Unit – basic	$	0.22		$	3.01
Net income per Unit – diluted	$	0.22		$	3.01
Net income per Unit – basic:
Income (loss) from continuing operations available to Units	$	0.214		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – basic	$	0.217		$	3.012
Net income per Unit – diluted (1):
Income (loss) from continuing operations available to Units	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – diluted	$	0.216		$	3.012

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the quarter ended March 31, 2013.

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share And Earnings Per Unit [Text Block]

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):

	Quarter Ended March 31,
	2014			2013
Numerator for net income per share – basic:
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Allocation to Noncontrolling Interests – Operating Partnership, net	(3,053		)	6,836
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Preferred distributions	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	77,105			(159,564		)
Discontinued operations, net of Noncontrolling Interests	994			1,176,214
Numerator for net income per share – basic	$	78,099		$	1,016,650
Numerator for net income per share – diluted (1):
Income from continuing operations	$	81,698
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)
Preferred distributions	(1,036		)
Income from continuing operations available to Common Shares	80,158
Discontinued operations, net	1,034
Numerator for net income per share – diluted (1)	$	81,192		$	1,016,650
Denominator for net income per share – basic and diluted (1):
Denominator for net income per share – basic	360,470			337,532
Effect of dilutive securities:
OP Units	13,731
Long-term compensation shares/units	2,183
Denominator for net income per share – diluted (1)	376,384			337,532
Net income per share – basic	$	0.22		$	3.01
Net income per share – diluted	$	0.22		$	3.01
Net income per share – basic:
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests	$	0.214		$	(0.473	)
Discontinued operations, net of Noncontrolling Interests	0.003			3.485
Net income per share – basic	$	0.217		$	3.012
Net income per share – diluted (1):
Income (loss) from continuing operations available to Common Shares	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per share – diluted	$	0.216		$	3.012

(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 for the quarter ended March 31, 2013.

ERP Operating Limited Partnership

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

	Quarter Ended March 31,
	2014			2013
Numerator for net income per Unit – basic and diluted (1):
Income (loss) from continuing operations	$	81,698		$	(165,339	)
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504		)	(25		)
Allocation to Preference Units	(1,036		)	(1,036		)
Income (loss) from continuing operations available to Units	80,158			(166,400		)
Discontinued operations, net	1,034			1,226,373
Numerator for net income per Unit – basic and diluted (1)	$	81,192		$	1,059,973
Denominator for net income per Unit – basic and diluted (1):
Denominator for net income per Unit - basic	374,201			351,255
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term    compensation shares/units	2,183
Denominator for net income per Unit – diluted (1)	376,384			351,255
Net income per Unit – basic	$	0.22		$	3.01
Net income per Unit – diluted	$	0.22		$	3.01
Net income per Unit – basic:
Income (loss) from continuing operations available to Units	$	0.214		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – basic	$	0.217		$	3.012
Net income per Unit – diluted (1):
Income (loss) from continuing operations available to Units	$	0.213		$	(0.473	)
Discontinued operations, net	0.003			3.485
Net income per Unit – diluted	$	0.216		$	3.012

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the quarter ended March 31, 2013.

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Components of discontinued operations

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 quarters ended March 31, 2014 and 2013 (amounts in thousands).

	Quarter Ended March 31,
	2014			2013
REVENUES
Rental income	$	1,023		$	81,782
Total revenues	1,023			81,782
EXPENSES (1)
Property and maintenance	48			20,424
Real estate taxes and insurance	13			8,594
Property management	—			1
Depreciation	—			23,816
General and administrative	5			8
Total expenses	66			52,843
Discontinued operating income	957			28,939
Interest and other income	35			52
Other expenses	—			(2		)
Interest (2):
Expense incurred, net	—			(1,252		)
Amortization of deferred financing costs	—			(228		)
Income and other tax (expense) benefit	(29		)	(58		)
Discontinued operations	963			27,451
Net gain on sales of discontinued operations	71			1,198,922
Discontinued operations, net	$	1,034		$	1,226,373

(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.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

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 March 31, 2014. 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 March 31, 2014, the Company has 12 consolidated projects (including 400 Park Avenue South in New York City which the Company is jointly developing with Toll Brothers that is discussed below) totaling 3,871 apartment units in various stages of development with commitments to fund of approximately $1.1 billion and estimated completion dates ranging through September 30, 2016, as well as other completed development projects that are in various stages of lease up or are stabilized. Some of the projects are being developed solely by the Company, while others are being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company is the "general" or "managing" partner of the development ventures.

As of March 31, 2014, the Company has one unconsolidated project totaling 176 apartment units under development with an estimated completion date of December 31, 2014, as well as three completed development projects that are currently in lease up. These projects are all being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company currently has no further funding obligations for Domain, Nexus Sawgrass and San Norterra. While the Company is the managing member of the Domain and Nexus Sawgrass joint ventures, was responsible for constructing both projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Domain and Nexus Sawgrass 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. The respective partner for San Norterra and 1333 Powell (formerly known as Parkside at Emeryville) is the “general” or “managing” partner of the development venture and the Company does not have substantive kick-out or participating rights. The Company has given a repayment guaranty on the construction loan for 1333 Powell of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.

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 March 31, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $311.6 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income	$ 82,732	$ 1,061,034
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Losses reclassified into earnings from other comprehensive income	4,129	8,272
Other comprehensive income – other instruments:
Unrealized holding gains arising during the period	0	427
Other comprehensive income (loss) – foreign currency:
Currency translation adjustments arising during the period	91	(873)
Other comprehensive (loss) income	(7,732)	10,640
Comprehensive income	75,000	1,071,674
Comprehensive (income) attributable to Noncontrolling Interests	(3,302)	(43,774)
Comprehensive income attributable to controlling interests	$ 71,698	$ 1,027,900

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) (USD $)	Mar. 31, 2014	Dec. 31, 2013
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	1,000,000
Preferred Shares of beneficial interest, shares outstanding	1,000,000	1,000,000
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	361,148,189	360,479,260
Common Shares of beneficial interest, shares outstanding	361,148,189	360,479,260

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Commitments to Acquire/Dispose of Real Estate

3 Months Ended

Mar. 31, 2014

Commitments to Acquire Dispose of Real Estate [Abstract]

Commitments To Acquire Dispose Of Real Estate Text Block

5. Commitments to Acquire/Dispose of Real Estate

The Company has entered into a separate agreement to acquire the following (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Land Parcel (one)	—	—	$	16,300
Total	—	—	$	16,300

In addition to the portion of the land parcel that was 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	4	1,360	$	192,050
Land Parcel	—	—	32,100
Total	4	1,360	$	224,150

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.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 02, 2014
Entity Registrant Name	EQUITY RESIDENTIAL
Entity Central Index Key	0000906107
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
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		361,203,075
OPERATING PARTNERSHIP
Entity Registrant Name	ERP OPERATING LIMITED PARTNERSHIP
Entity Central Index Key	0000931182
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
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

3 Months Ended

Mar. 31, 2014

Investments in Partially Owned Entities [Abstract]

Investments in Partially Owned Entities

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 March 31, 2014 (amounts in thousands except for project and apartment unit amounts):

	Consolidated										Unconsolidated
	Development Projects										Development Projects
	Held for and/or Under Development		Completed, Not Stabilized (3)		Operating			Total			Held for and/or Under Development		Completed, Not Stabilized (3)			Operating			Total
Total projects (1)	—		1		19			20			—		3			1			4
Total apartment units (1)	—		268		3,752			4,020			—		1,333			336			1,669
Balance sheet information at 3/31/14 (at 100%):
ASSETS
Investment in real estate	$	310,147	$	48,319	$	674,916		$	1,033,382		$	49,332	$	285,191		$	55,585		$	390,108
Accumulated depreciation	—		—		(178,165		)	(178,165		)	—		(4,669		)	(5,052		)	(9,721		)
Investment in real estate, net	310,147		48,319		496,751			855,217			49,332		280,522			50,533			380,387
Cash and cash equivalents	4,226		698		11,611			16,535			450		1,803			1,378			3,631
Investments in unconsolidated entities	—		—		53,844			53,844			—		—			—			—
Deposits – restricted	42,045		32		220			42,297			—		120			48			168
Deferred financing costs, net	—		—		2,407			2,407			65		126			4			195
Other assets	5,670		2		26,641			32,313			—		365			1,032			1,397
Total assets	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778
LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (2)	$	—	$	—	$	360,217		$	360,217		$	16,154	$	176,232		$	30,410		$	222,796
Accounts payable & accrued expenses	17,438		1,413		2,806			21,657			4,078		915			210			5,203
Accrued interest payable	—		—		1,283			1,283			32		725			—			757
Other liabilities	120		49		1,114			1,283			339		867			863			2,069
Security deposits	—		21		1,839			1,860			—		258			109			367
Total liabilities	17,558		1,483		367,259			386,300			20,603		178,997			31,592			231,192
Noncontrolling Interests – Partially Owned Properties/ Partners' equity	117,689		1,244		8,725			127,658			27,858		73,412			20,450			121,720
Company equity/General and Limited Partners' Capital	226,841		46,324		215,490			488,655			1,386		30,527			953			32,866
Total equity/capital	344,530		47,568		224,215			616,313			29,244		103,939			21,403			154,586
Total liabilities and equity/capital	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778

	Consolidated											Unconsolidated
	Development Projects											Development Projects
	Held for and/or Under Development											Held for and/or Under Development						Operating
				Completed, Not Stabilized (3)											Completed, Not Stabilized (3)
						Operating			Total												Total
Operating information for the quarter ended 3/31/14 (at 100%):
Operating revenue	$	—		$	468	$	21,308		$	21,776		$	—		$	4,528		$	1,353		$	5,881
Operating expenses	77			204		6,453			6,734			44			1,917			559			2,520
Net operating (loss) income	(77		)	264		14,855			15,042			(44		)	2,611			794			3,361
Depreciation	—			—		5,363			5,363			—			2,782			447			3,229
General and administrative/other	(9		)	116		12			119			—			12			43			55
Operating (loss) income	(68		)	148		9,480			9,560			(44		)	(183		)	304			77
Interest and other income	—			—		3			3			—			—			—			—
Other expenses	(42		)	—		(7		)	(49		)	—			—			—			—
Interest:
Expense incurred, net	—			—		(3,887		)	(3,887		)	—			(1,992		)	(279		)	(2,271		)
Amortization of deferred financing costs	—			—		(88		)	(88		)	—			(3		)	—			(3		)
(Loss) income before income and other taxes and (loss) from investments in unconsolidated entities	(110		)	148		5,501			5,539			(44		)	(2,178		)	25			(2,197		)
Income and other tax (expense) benefit	—			—		(36		)	(36		)	—			—			—			—
(Loss) from investments in unconsolidated entities	—			—		(419		)	(419		)	—			—			—			—
Net (loss) income	$	(110	)	$	148	$	5,046		$	5,084		$	(44	)	$	(2,178	)	$	25		$	(2,197	)

(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 $16.2 million outstanding debt balance on one unconsolidated development project.

(3) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.

Note: The above tables exclude the Company's interests in unconsolidated joint ventures entered into with 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 $79.3 million at March 31, 2014. The ventures are owned 60% by the Company and 40% by AVB.

The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. The Company does not have any VIEs.

Archstone Acquisition

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired interests in several joint ventures. Details of these interests follow by project:

Park Aire (formerly known as Enclave at Wellington) – This venture developed certain land parcels into a 268 unit apartment building located in Wellington, Florida. The Company has a 95% equity interest with an initial basis of $26.2 million. Total project costs are approximately $50.0 million. The Company is the managing member, was responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

East Palmetto Park – This venture was formed to ultimately develop certain land parcels into a 377 unit apartment building located in Boca Raton, Florida. The Company has a 90% equity interest with an initial basis of $20.2 million. The Company is the managing member, is responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

Wisconsin Place – This project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The Company has a 75% equity interest with an initial basis of $198.5 million in the 432 unit residential component. The Company is the managing member, was responsible for constructing the residential project and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component of this mixed-use site is required to be consolidated on the Company's balance sheet. Such entity also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. The initial fair value of this investment is $56.5 million. The Company does not have any ownership interest in the retail and office components.

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $53.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loanhas a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

1333 Powell (formerly known as Parkside at Emeryville) – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $16.2 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. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings (see Note 14 for further discussion on the German portfolio), and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At March 31, 2014, the remaining preferred interests have an aggregate liquidation value of $79.3 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

Other

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 March 31, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $311.6 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.

The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain 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 projects are now unconsolidated. Details of these projects follow:

• Nexus Sawgrass – This development project is substantially complete. Total project costs are expected to be approximately $79.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.2 million; the loan bears interest at 5.60% and matures January 1, 2021.

• Domain – This development project is substantially complete. Total project costs are expected to be approximately $154.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $95.0 million; the loan bears interest at 5.75% and matures January 1, 2022.

While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. 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 $)	Mar. 31, 2014	Dec. 31, 2013
Investment in real estate
Land	$ 6,281,124,000	$ 6,192,512,000
Depreciable property	19,623,472,000	19,226,047,000
Projects under development	865,177,000	988,867,000
Land held for development	295,357,000	393,522,000
Real Estate Investment Property, at Cost	27,065,130,000	26,800,948,000
Real Estate Investment Property, Accumulated Depreciation	(4,992,877,000)	(4,807,709,000)
Investment in real estate, net	22,072,253,000	21,993,239,000
Cash and cash equivalents	37,209,000	53,534,000
Investments in unconsolidated entities	205,068,000	178,526,000
Deposits - restricted	91,081,000	103,567,000
Escrow deposits - mortgage	43,995,000	42,636,000
Deferred financing costs, net	55,754,000	58,486,000
Other assets	384,271,000	404,557,000
Total assets	22,889,631,000	22,834,545,000
Liabilities:
Mortgage notes payable	5,167,626,000	5,174,166,000
Notes, net	5,477,656,000	5,477,088,000
Lines of credit	298,000,000	115,000,000
Accounts payable and accrued expenses	161,838,000	118,791,000
Accrued interest payable	78,140,000	78,309,000
Other liabilities	321,043,000	347,748,000
Security deposits	72,735,000	71,592,000
Distributions payable	187,759,000	243,511,000
Total liabilities	11,764,797,000	11,626,205,000
Commitments and contingencies
Partners’ Capital:
Accumulated other comprehensive (loss)	(162,894,000)	(155,162,000)
Noncontrolling Interests - Partially Owned Properties	127,658,000	126,583,000
Total liabilities and equity	22,889,631,000	22,834,545,000
OPERATING PARTNERSHIP
Investment in real estate
Land	6,281,124,000	6,192,512,000
Depreciable property	19,623,472,000	19,226,047,000
Projects under development	865,177,000	988,867,000
Land held for development	295,357,000	393,522,000
Real Estate Investment Property, at Cost	27,065,130,000	26,800,948,000
Real Estate Investment Property, Accumulated Depreciation	(4,992,877,000)	(4,807,709,000)
Investment in real estate, net	22,072,253,000	21,993,239,000
Cash and cash equivalents	37,209,000	53,534,000
Investments in unconsolidated entities	205,068,000	178,526,000
Deposits - restricted	91,081,000	103,567,000
Escrow deposits - mortgage	43,995,000	42,636,000
Deferred financing costs, net	55,754,000	58,486,000
Other assets	384,271,000	404,557,000
Total assets	22,889,631,000	22,834,545,000
Liabilities:
Mortgage notes payable	5,167,626,000	5,174,166,000
Notes, net	5,477,656,000	5,477,088,000
Lines of credit	298,000,000	115,000,000
Accounts payable and accrued expenses	161,838,000	118,791,000
Accrued interest payable	78,140,000	78,309,000
Other liabilities	321,043,000	347,748,000
Security deposits	72,735,000	71,592,000
Distributions payable	187,759,000	243,511,000
Total liabilities	11,764,797,000	11,626,205,000
Commitments and contingencies
Redeemable Limited Partners	405,276,000	363,144,000
Partners’ Capital:
Preference Units	50,000,000	50,000,000
General Partner	10,489,455,000	10,612,363,000
Limited Partners	215,339,000	211,412,000
Accumulated other comprehensive (loss)	(162,894,000)	(155,162,000)
Total partners’ capital	10,591,900,000	10,718,613,000
Noncontrolling Interests - Partially Owned Properties	127,658,000	126,583,000
Total capital	10,719,558,000	10,845,196,000
Total liabilities and equity	$ 22,889,631,000	$ 22,834,545,000

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CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	Total	PREFERRED UNITS	General Partner [Member]	Limited Partner [Member]	Accumulated Other Comprehensive (Loss)	Partially Owned Properties [Member]
Balance, beginning of year - Noncontrolling Interest at Dec. 31, 2013						$ 126,583
Balance, beginning of year at Dec. 31, 2013		50,000	10,612,363	211,412	(155,162)
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner			480	(480)
Exercise of EQR share options			15,785
Stock Issued During Period, Value, Employee Stock Purchase Plan			1,741
Conversion of restricted shares to Ltip Units			(278)	278
Share-based employee compensation expense:
EQR restricted shares			4,870
EQR share options			3,122
EQR ESPP discount			477
Payments For Repurchase Of Op Units			(1,777)
Net income available to Units - General Partner			78,099
OP Units - General Partner distributions			(180,559)
Supplemental Executive Retirement Plan (SERP)			848
Acquisition Noncontrolling Interests Partially Owned Properties			(553)			(1,000)
Change in market value of Redeemable Limited Partners			(44,530)
Adjustment for Limited Partners ownership in Operating Partnership			(633)	633
Issuance of LTIP Units to Noncontrolling Interests				3
Equity compensation associated with Units - Limited Partners				5,190
Net Income (Loss) Allocated to Limited Partners				3,093
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	504					504
Units - Limited Partners distributions				(7,188)		(4,113)
Change in carrying value of Redeemable Limited Partners				2,398
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952)				(11,952)
Losses reclassified into earnings from other comprehensive income	(4,129)				4,129
Currency translation adjustments arising during the period	91				91
Contributions by Noncontrolling Interests	5,684					5,684
Balance, end of period - Noncontrolling Interest at Mar. 31, 2014						127,658
Balance, end of period at Mar. 31, 2014		$ 50,000	$ 10,489,455	$ 215,339	$ (162,894)

XML

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (USD $) In Thousands, unless otherwise specified	Total	PREFERRED SHARES	COMMON SHARES, $0.01 PAR VALUE	Additional Paid-in Capital [Member]	RETAINED EARNINGS	Accumulated Other Comprehensive (Loss)	OPERATING PARTNERSHIP	Partially Owned Properties [Member]
Beginning Balance, Noncontrolling Interest at Dec. 31, 2013	$ 337,995						$ 211,412	$ 126,583
Beginning Balance, Parent at Dec. 31, 2013	10,507,201	50,000	3,605	8,561,500	2,047,258	(155,162)
Common Share Issuance:
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner				480			(480)
Exercise of share options			5	15,780
Stock Issued During Period, Value, Employee Stock Purchase Plan				1,741
Conversion of restricted shares to Ltip Units				(278)			278
Share-based employee compensation expense:
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition			1	4,869
Share options				3,122
ESPP discount				477
Payments for Repurchase of Common Stock	(1,777)			(1,777)
Supplemental Executive Retirement Plan (SERP)				848
Acquisition Noncontrolling Interests Partially Owned Properties				(553)				(1,000)
Change in market value	(44,530)			(44,530)
Adjustment for Noncontrolling Interests ownership in Operating Partnership				(633)			633
Net income attributable to controlling interests	79,135				79,135
Common Share distributions					(180,559)
Dividends, Preferred Stock, Cash					(1,036)
Other comprehensive (loss) income – derivative instruments:
Unrealized holding (losses) gains arising during the period	(11,952)					(11,952)
Losses reclassified into earnings from other comprehensive income	(4,129)					4,129
Currency translation adjustments arising during the period	91					91
Issuance of LTIP Units to Noncontrolling Interests							3
Equity Compensation associated with Noncontrolling Interests							5,190
Net (Income) Attributable to Noncontrolling Interest	3,093						3,093	504
Contributions by Noncontrolling Interests	5,684							5,684
Distributions to Noncontrolling Interests							(7,188)	(4,113)
Change in carrying value	(2,398)						2,398
Ending Balance, Noncontrolling Interest at Mar. 31, 2014	342,997						215,339	127,658
Ending Balance, Parent at Mar. 31, 2014	$ 10,376,561	$ 50,000	$ 3,611	$ 8,541,046	$ 1,944,798	$ (162,894)

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Discontinued Operations

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

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 quarters ended March 31, 2014 and 2013 (amounts in thousands).

	Quarter Ended March 31,
	2014			2013
REVENUES
Rental income	$	1,023		$	81,782
Total revenues	1,023			81,782
EXPENSES (1)
Property and maintenance	48			20,424
Real estate taxes and insurance	13			8,594
Property management	—			1
Depreciation	—			23,816
General and administrative	5			8
Total expenses	66			52,843
Discontinued operating income	957			28,939
Interest and other income	35			52
Other expenses	—			(2		)
Interest (2):
Expense incurred, net	—			(1,252		)
Amortization of deferred financing costs	—			(228		)
Income and other tax (expense) benefit	(29		)	(58		)
Discontinued operations	963			27,451
Net gain on sales of discontinued operations	71			1,198,922
Discontinued operations, net	$	1,034		$	1,226,373

(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.

During the quarter ended March 31, 2014, the Company did not dispose of any rental properties or land parcels. The amounts included in discontinued operations in the first quarter of 2014 represent trailing activity for properties sold in 2013 and prior years.

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Deposits - Restricted

3 Months Ended

Mar. 31, 2014

Deposits - Restricted [Abstract]

Restricted Cash And Cash Equivalents Disclosure [Text Block]

7. Deposits – Restricted

The following table presents the Company’s restricted deposits as of March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014		December 31, 2013
Earnest money on pending acquisitions	$	1,344	$	4,514
Restricted deposits on real estate investments	44,037		53,771
Resident security and utility deposits	45,195		44,777
Other	505		505
Totals	$	91,081	$	103,567

XML

Equity, Capital and Other Interests

3 Months Ended

Mar. 31, 2014

Equity, Capital and other Interests [Abstract]

Equity Capital And Other Interests [Text Block]

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 quarter ended March 31, 2014:

	2014
Common Shares
Common Shares outstanding at January 1,	360,479,260
Common Shares Issued:
Conversion of OP Units	18,043
Exercise of share options	493,995
Employee Share Purchase Plan (ESPP)	37,928
Restricted share grants, net	162,349
Common Shares Other:
Conversion of restricted shares to LTIP Units	(12,146	)
Repurchased and retired	(31,240	)
Common Shares outstanding at March 31,	361,148,189
Units
Units outstanding at January 1,	14,180,376
LTIP Units, net	200,840
Conversion of restricted shares to LTIP Units	12,146
Conversion of OP Units to Common Shares	(18,043	)
Units outstanding at March 31,	14,375,319
Total Common Shares and Units outstanding at March 31,	375,523,508
Units Ownership Interest in Operating Partnership	3.8	%

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 March 31, 2014 and December 31, 2013.

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 March 31, 2014, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $405.3 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 changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the quarter ended March 31, 2014 (amounts in thousands):

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

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 March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Share (2)		March 31, 2014		December 31, 2013
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 March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

(1) On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or

in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

(2) Dividends on Preferred Shares are payable quarterly.

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 quarter ended March 31, 2014:

	2014
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,	374,659,636
Issued to General Partner:
Exercise of EQR share options	493,995
EQR’s Employee Share Purchase Plan (ESPP)	37,928
EQR's restricted share grants, net	162,349
Issued to Limited Partners:
LTIP Units, net	200,840
OP Units Other:
Repurchased and retired	(31,240	)
General and Limited Partner Units outstanding at March 31,	375,523,508
Limited Partner Units
Limited Partner Units outstanding at January 1,	14,180,376
Limited Partner LTIP Units, net	200,840
Conversion of EQR restricted shares to LTIP Units	12,146
Conversion of Limited Partner OP Units to EQR Common Shares	(18,043	)
Limited Partner Units outstanding at March 31,	14,375,319
Limited Partner Units Ownership Interest in Operating Partnership	3.8	%

The Limited Partners of the Operating Partnership as of March 31, 2014 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 March 31, 2014 and December 31, 2013.

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 March 31, 2014, the Redeemable Limited Partner Units have a redemption value of approximately $405.3 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 changes in the redemption value of the Redeemable Limited Partners for the quarter ended March 31, 2014 (amounts in thousands):

	2014
Balance at January 1,	$	363,144
Change in market value	44,530
Change in carrying value	(2,398		)
Balance at March 31,	$	405,276

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 March 31, 2014 and December 31, 2013:

				Amounts in thousands
	Redemption Date (1)	Annual Dividend per Unit (2)		March 31, 2014		December 31, 2013
Preference Units:
8.29% Series K Cumulative Redeemable Preference Units;   liquidation value $50 per unit; 1,000,000 units issued and   outstanding at March 31, 2014 and December 31, 2013	12/10/26		$4.145	$	50,000	$	50,000
				$	50,000	$	50,000

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

(2) Dividends on Preference Units are payable quarterly.

Other

On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company (as discussed in Note 4 below). The shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR Common Shares of $55.99 per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders.

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

Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. Considering the repurchase activity for the quarter ended March 31, 2014 (see discussion below), EQR has remaining authorization to repurchase an additional 12,968,760 of its shares as of March 31, 2014.

During the quarter ended March 31, 2014, EQR repurchased 31,240 of its Common Shares at a price of $56.87 per share for total consideration of approximately $1.8 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, ERPOP repurchased and retired 31,240 OP Units previously issued to EQR. All of the shares repurchased during the quarter ended March 31, 2014 were repurchased from employees at the then current market price to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares. 

During the quarter ended March 31, 2014, the Company acquired all of its partner's interest in one consolidated partially owned land parcel for $2.5 million. In conjunction with this transaction, the Company reduced paid in capital (included in general partner's capital in the Operating Partnership's financial statements) by $0.5 million, Noncontrolling Interests – Partially Owned Properties by $1.0 million and other liabilities by $1.0 million.

See Note 6 for a discussion of the Noncontrolling Interests assumed in conjunction with the acquisition of Archstone.

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Reportable Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Rental income:
Same store	$ 613,878	$ 590,452
Segment Reporting Segment Non Same Store Rental Income	16,847	4,533
Segment Reporting Information Revenues	630,725	502,562
Operating expenses:
Same store	218,239	211,485
Segment Reporting Segment Non Same Store Operating Expenses	11,546	11,357
Segment Reporting Segment Operating Expenses	229,785	186,113
NOI:
Same store	395,639	378,967
Segment Reporting Information Non Same Store Net Operating Income	5,301	(6,824)
Segment Reporting Information Net Operating Income	400,940	316,449
Assets	22,889,631		22,834,545
Payments to Acquire Other Property, Plant, and Equipment	32,191
Reportable Segments (Textuals) [Abstract]
Units in same store properties	100,984
Rental income	630,725	502,562
Property Repairs and Maintenance	(125,573)	(98,529)
Real Estate Taxes and Insurance	(82,094)	(65,095)
Property management	(22,118)	(22,489)
Total Operating Expenses	(229,785)	(186,113)
Archstone [Member]
Reportable Segments (Textuals) [Abstract]
Units in same store properties	18,465
Same Store [Domain]
NOI:
Assets	20,174,187
Payments to Acquire Other Property, Plant, and Equipment	31,146
Non-same store [Domain]
NOI:
Assets	2,715,444
Payments to Acquire Other Property, Plant, and Equipment	1,045
Boston [Domain]
Rental income:
Same store	61,907	59,054
Segment Reporting Segment Non Same Store Rental Income	1,028	256
Operating expenses:
Same store	22,154	20,207
Segment Reporting Segment Non Same Store Operating Expenses	211	53
NOI:
Same store	39,753	38,847
Segment Reporting Information Non Same Store Net Operating Income	817	203
Boston [Domain] | Same Store [Domain]
NOI:
Assets	1,968,613
Payments to Acquire Other Property, Plant, and Equipment	4,078
Boston [Domain] | Non-same store [Domain]
NOI:
Assets	48,971
Payments to Acquire Other Property, Plant, and Equipment	263
Denver [Domain]
Rental income:
Same store	26,611	24,970
Operating expenses:
Same store	7,449	7,217
NOI:
Same store	19,162	17,753
Denver [Domain] | Same Store [Domain]
NOI:
Assets	536,226
Payments to Acquire Other Property, Plant, and Equipment	762
New York [Domain]
Rental income:
Same store	111,185	107,997
Operating expenses:
Same store	46,202	43,111
NOI:
Same store	64,983	64,886
New York [Domain] | Same Store [Domain]
NOI:
Assets	4,727,805
Payments to Acquire Other Property, Plant, and Equipment	3,051
San Francisco [Domain]
Rental income:
Same store	81,261	74,945
Operating expenses:
Same store	26,655	28,156
NOI:
Same store	54,606	46,789
San Francisco [Domain] | Same Store [Domain]
NOI:
Assets	2,769,826
Payments to Acquire Other Property, Plant, and Equipment	5,716
Seattle [Domain]
Rental income:
Same store	37,725	35,372
Segment Reporting Segment Non Same Store Rental Income	1,687	25
Operating expenses:
Same store	12,768	12,237
Segment Reporting Segment Non Same Store Operating Expenses	690	1
NOI:
Same store	24,957	23,135
Segment Reporting Information Non Same Store Net Operating Income	997	24
Seattle [Domain] | Same Store [Domain]
NOI:
Assets	1,053,600
Payments to Acquire Other Property, Plant, and Equipment	2,205
Seattle [Domain] | Non-same store [Domain]
NOI:
Assets	190,041
Payments to Acquire Other Property, Plant, and Equipment	160
South Florida [Domain]
Rental income:
Same store	48,437	46,239
Segment Reporting Segment Non Same Store Rental Income	800	14
Operating expenses:
Same store	18,184	17,643
Segment Reporting Segment Non Same Store Operating Expenses	466	78
NOI:
Same store	30,253	28,596
Segment Reporting Information Non Same Store Net Operating Income	334	(64)
South Florida [Domain] | Same Store [Domain]
NOI:
Assets	1,178,426
Payments to Acquire Other Property, Plant, and Equipment	3,119
South Florida [Domain] | Non-same store [Domain]
NOI:
Assets	70,725
Payments to Acquire Other Property, Plant, and Equipment	(1)
Southern California [Domain]
Rental income:
Same store	102,665	98,210
Segment Reporting Segment Non Same Store Rental Income	7,174	1,292
Operating expenses:
Same store	34,347	34,587
Segment Reporting Segment Non Same Store Operating Expenses	3,122	617
NOI:
Same store	68,318	63,623
Segment Reporting Information Non Same Store Net Operating Income	4,052	675
Southern California [Domain] | Same Store [Domain]
NOI:
Assets	3,000,465
Payments to Acquire Other Property, Plant, and Equipment	5,142
Southern California [Domain] | Non-same store [Domain]
NOI:
Assets	446,912
Payments to Acquire Other Property, Plant, and Equipment	173
Washington DC [Domain]
Rental income:
Same store	110,396	110,993
Segment Reporting Segment Non Same Store Rental Income	4,934	1,806
Operating expenses:
Same store	37,396	35,884
Segment Reporting Segment Non Same Store Operating Expenses	1,863	653
NOI:
Same store	73,000	75,109
Segment Reporting Information Non Same Store Net Operating Income	3,071	1,153
Washington DC [Domain] | Same Store [Domain]
NOI:
Assets	4,299,085
Payments to Acquire Other Property, Plant, and Equipment	5,529
Washington DC [Domain] | Non-same store [Domain]
NOI:
Assets	305,668
Payments to Acquire Other Property, Plant, and Equipment	449
Non-Core [Domain]
Rental income:
Same store	33,691	32,672
Operating expenses:
Same store	13,084	12,443
NOI:
Same store	20,607	20,229
Non-Core [Domain] | Same Store [Domain]
NOI:
Assets	640,141
Payments to Acquire Other Property, Plant, and Equipment	1,544
Archstone pre-ownership [Member]
Rental income:
Same store	0	(92,423)
Operating expenses:
Same store	0	(36,729)
NOI:
Same store	0	(55,694)
Other [Domain]
Rental income:
Segment Reporting Segment Non Same Store Rental Income	1,224	1,140
Operating expenses:
Segment Reporting Segment Non Same Store Operating Expenses	5,194	9,955
NOI:
Segment Reporting Information Non Same Store Net Operating Income	(3,970)	(8,815)
Other [Domain] | Non-same store [Domain]
NOI:
Assets	1,653,127
Payments to Acquire Other Property, Plant, and Equipment	$ 1

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Business

3 Months Ended

Mar. 31, 2014

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 March 31, 2014 owned an approximate 96.2% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues public equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of March 31, 2014, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 396 properties located in 12 states and the District of Columbia consisting of 111,537 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

	Properties	Apartment Units
Wholly Owned Properties	367	99,936
Master-Leased Properties – Consolidated	3	853
Partially Owned Properties – Consolidated	20	4,020
Partially Owned Properties – Unconsolidated	4	1,669
Military Housing	2	5,059
	396	111,537

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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, 2013 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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, 2013.

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 tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2014, the Company has recorded a deferred tax asset, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

The Company is the controlling partner in various consolidated partnerships owning 20 properties and 4,020 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. 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 $10.0 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 March 31, 2014, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $52.5 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 March 31, 2014 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, 2013, companies are required to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). Companies are also required to report changes in AOCI balances. For significant items reclassified out of AOCI to net income in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required 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.

Effective January 1, 2014, companies are required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount a company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount a company expects to pay on behalf of its co-obligors. Companies are required to disclose the nature and amount of the obligation as well as other information about those obligations. This does not have a material effect on the Company's consolidated results of operations or financial position.

Effective January 1, 2015, the criteria for reporting discontinued operations will change. Only disposals representing a strategic shift in operations that has a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies will also be required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company adopted this standard effective January 1, 2014 but did not have any dispositions in the first quarter of 2014. Adoption of this standard did not have a material effect on the Company's overall consolidated results of operations or financial position. However, adoption will result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications.

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Real Estate

3 Months Ended

Mar. 31, 2014

Real Estate [Abstract]

Real Estate Disclosure [Text Block]

4. Real Estate and Lease Intangibles

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of March 31, 2014 and December 31, 2013 (amounts in thousands):

	March 31, 2014			December 31, 2013
Land	$	6,281,124		$	6,192,512
Depreciable property:
Buildings and improvements	17,843,201			17,509,609
Furniture, fixtures and equipment	1,273,171			1,214,220
In-Place lease intangibles	507,100			502,218
Projects under development:
Land	390,850			353,574
Construction-in-progress	474,327			635,293
Land held for development:
Land	253,350			341,389
Construction-in-progress	42,007			52,133
Investment in real estate	27,065,130			26,800,948
Accumulated depreciation	(4,992,877		)	(4,807,709		)
Investment in real estate, net	$	22,072,253		$	21,993,239

The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of March 31, 2014 and December 31, 2013 (amounts in thousands):

Description	Balance Sheet Location	March 31, 2014			December 31, 2013
Assets
Ground lease intangibles – below market	Other Assets	$	178,251		$	178,251
Retail lease intangibles – above market	Other Assets	1,260			1,260
Lease intangible assets		179,511			179,511
Accumulated amortization		(5,502		)	(4,364		)
Lease intangible assets, net		$	174,009		$	175,147
Liabilities
Ground lease intangibles – above market	Other Liabilities	$	2,400		$	2,400
Retail lease intangibles – below market	Other Liabilities	5,500			5,500
Lease intangible liabilities		7,900			7,900
Accumulated amortization		(1,471		)	(1,161		)
Lease intangible liabilities, net		$	6,429		$	6,739

During the quarters ended March 31, 2014 and 2013, the Company amortized approximately $1.1 million and $0.4 million, respectively, of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $0.3 million and $0.1 million, respectively, of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income.

The weighted average amortization period for above and below market ground lease intangibles and retail lease intangibles is 49.8 years and 2.8 years, respectively.

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

	Remaining
	2014			2015			2016			2017			2018			2019
Ground lease intangibles	$	3,241		$	4,321		$	4,321		$	4,321		$	4,321		$	4,321
Retail lease intangibles	(758		)	(1,016		)	(908		)	(540		)	(71		)	(71		)
Total	$	2,483		$	3,305		$	3,413		$	3,781		$	4,250		$	4,250

Archstone Acquisition

On February 27, 2013, the Company, AvalonBay Communities, Inc. (“AVB”) and certain of their respective subsidiaries completed their previously announced acquisition (the “Archstone Acquisition” or the “Archstone Transaction”) from Archstone Enterprise LP (“Enterprise”) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings, Inc. (“Lehman”) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the “Archstone Portfolio”).

The Company acquired assets representing approximately 60% of the Archstone Portfolio which consisted principally of high-quality apartment properties in major markets in the United States. The acquisition allowed the Company to accelerate the completion of its strategic shift into coastal apartment markets. Pursuant to the Archstone Transaction, the Company acquired directly or indirectly, 71 wholly owned, stabilized properties consisting of 20,160 apartment units, one partially owned and consolidated stabilized property consisting of 432 apartment units, one partially owned and unconsolidated stabilized property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853 apartment units, four projects in various stages of construction (two consolidated and two unconsolidated) for 964 apartment units and fourteen land sites for approximately $9.0 billion. During the quarter ended March 31, 2013, the Company recorded revenues and net operating income ("NOI") of $52.6 million and $36.2 million, respectively, from the acquired assets.

The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of $1.9 billion based on the February 27, 2013 closing price of EQR common shares of $55.99 per share) issued to the seller and the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. The cash consideration was funded with proceeds from the issuance of 21,850,000 Common Shares (which shares had a total value of approximately $1.2 billion based on a price of $54.75 per share) in the November/December 2012 public equity offering, asset sales of approximately $4.5 billion that were completed during the year ended December 31, 2013, the Company's $750.0 million unsecured term loan facility and the Company's revolving credit facility.

The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases that expire beginning in 2042 and running through 2103 for nine of the operating properties acquired and discussed above. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases. The Company also leases the three master-leased properties discussed above to third party operators and earns monthly net rental income.

The Company accounted for the acquisition under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations (“ASC 805”), and the accounting for this business combination is complete and final. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):

Land	$	2,239,000
Depreciable property:
Buildings and improvements	5,765,538
Furniture, fixtures and equipment	61,470
In-Place lease intangibles	304,830
Projects under development	36,583
Land held for development	244,097
Investments in unconsolidated entities	230,608
Other assets	195,260
Other liabilities	(108,997		)
Net assets acquired	$	8,968,389

The allocation of fair values of the assets acquired and liabilities assumed has changed from the allocation reported in “Note 4 – Real Estate and Lease Intangibles” in the Notes to Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities and resulted from information not readily available at the acquisition date, final purchase price settlement with our partner in accordance with the terms of the purchase agreement and reclassification adjustments for presentation. None of these changes had a material impact on our Consolidated Financial Statements. The Company's assessment of the fair values and the allocation of the purchase price to the identified tangible and intangible assets/liabilities is its final and best estimate of fair value.

The fair values of investment in real estate were determined using internally developed models that were based on market assumptions and comparable sales data as well as external valuations performed by unrelated third parties. The market assumptions used as inputs to the Company’s fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields. The Company used data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs (Level 2 and 3). The fair value of Noncontrolling Interests was calculated similar to the investment in real estate described above. The fair value of mortgage debt was calculated using indicative rates, leverage and coverage provided by lenders of similar loans (Level 2). The Common Shares issued to an affiliate of Lehman Brothers Holdings, Inc. were valued using the quoted market price of Common Shares (Level 1).

The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):

Description	Balance Sheet Location	Fair Value
Ground lease intangibles – below market	Other Assets	$	178,251
Retail lease intangibles – above market	Other Assets	1,260
Ground lease intangibles – above market	Other Liabilities	2,400
Retail lease intangibles – below market	Other Liabilities	8,040

As of March 31, 2014, the Company has incurred cumulative Archstone-related expenses of approximately $94.7 million, of which approximately $13.5 million of this total was financing-related and approximately $81.2 million was merger costs. During the quarter ended March 31, 2014, the Company expensed nominal amounts of direct and indirect merger costs. During the quarter ended March 31, 2013, the Company expensed $19.1 million of direct merger costs primarily related to investment banking and legal/accounting fees, which were included in other expenses in the accompanying consolidated statements of operations and comprehensive income. During the quarter ended March 31, 2013, the Company also expensed $46.0 million of indirect merger costs primarily related to severance and retention obligations through our 60% interest in an unconsolidated joint venture with AVB, which were included in (loss) from investments in unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Finally, during the quarter ended March 31, 2013, the Company also expensed $2.5 million of financing-related costs, which were included in interest expense in the accompanying consolidated statements of operations and comprehensive income.

Unaudited Pro Forma Financial Information

Equity Residential

The following table illustrates the effect on net income, earnings per share – basic and earnings per share – diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per share amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Common Shares	1,130,671
Earnings per share - basic:
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362
Earnings per share - diluted (1):
Net income available to Common Shares	$	3.15
Weighted average Common Shares outstanding (2)	359,362

(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 pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.

ERP Operating Limited Partnership

The following table illustrates the effect on net income, earnings per Unit – basic and earnings per Unit – diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per Unit amounts):

	Quarter Ended
	March 31, 2013
Total revenues	$	638,499
(Loss) from continuing operations (1)	(34,473		)
Discontinued operations, net	1,213,615
Net income	1,179,142
Net income available to Units	1,178,887
Earnings per Unit - basic:
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085
Earnings per Unit - diluted (1):
Net income available to Units	$	3.15
Weighted average Units outstanding (2)	373,085

(1) Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a pro forma loss from continuing operations for the quarter ended March 31, 2013.

(2) Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.

For the quarter ended March 31, 2013, acquisition costs of $19.1 million and severance/retention and other costs of $44.8 million related to the Archstone Acquisition are not expected to have a continuing impact on the Company's financial results and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies or lower borrowing costs that the Company has or may achieve as a result of the acquisition or any strategies that management has or may consider in order to more efficiently manage the Company's operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions (excluding the equity offering in November/December 2012 which proceeds were used for the Archstone Acquisition) that the Company completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the Archstone Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

Other

During the quarter ended March 31, 2014, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):

	Properties	Apartment Units	Purchase Price
Rental Properties – Consolidated	1	430	$	143,000
Land Parcel – Consolidated	—	—	5,500
Total	1	430	$	148,500

During the quarter ended March 31, 2014, the Company did not dispose of any rental properties or land parcels.

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Derivative and Other Fair Value Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Derivative Instrument Table

The following table summarizes the Company’s consolidated derivative instruments at March 31, 2014 (dollar amounts are in thousands):

	Forward Starting Swaps (1)
Current Notional Balance	$	450,000
Lowest Possible Notional	$	450,000
Highest Possible Notional	$	450,000
Lowest Interest Rate	2.125		%
Highest Interest Rate	3.230		%
Earliest Maturity Date	2024
Latest Maturity Date	2025

(1) Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances. These swaps have mandatory counterparty terminations in 2015 and 2016, and are targeted to 2014 and 2015 issuances.

Schedule of Location and Amount of Financial Instruments on Balanace Sheet

The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at March 31, 2014 and December 31, 2013, respectively (amounts in thousands):

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	3/31/2014		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:
Forward Starting Swaps	Other Assets	$	11,428	$	—	$	11,428	$	—
Supplemental Executive Retirement Plan	Other Assets	88,010		88,010		—		—
Total		$	99,438	$	88,010	$	11,428	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	4,670	$	—	$	4,670	$	—
Supplemental Executive Retirement Plan	Other Liabilities	88,010		88,010		—		—
Total		$	92,680	$	88,010	$	4,670	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	405,276	$	—	$	405,276	$	—

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2013		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:
Forward Starting Swaps	Other Assets	$	18,710	$	—	$	18,710	$	—
Supplemental Executive Retirement Plan	Other Assets	83,845		83,845		—		—
Total		$	102,555	$	83,845	$	18,710	$	—
Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	83,845	$	83,845	$	—	$	—
Total		$	83,845	$	83,845	$	—	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	363,144	$	—	$	363,144	$	—

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

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

March 31, 2014 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	N/A	$	—	N/A	N/A	$	—
Total		$	—			$	—

March 31, 2013 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	$	(1,471	)	Fixed rate debt	Interest expense	$	1,471
Total		$	(1,471	)			$	1,471

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

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Effective Portion							Ineffective Portion
March 31, 2014 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	$	(11,952	)	Interest expense	$	(4,129	)	N/A	$	—
Total	$	(11,952	)		$	(4,129	)		$	—

	Effective Portion						Ineffective Portion
March 31, 2013 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	$	2,814	Interest expense	$	(8,272	)	N/A	$	—
Total	$	2,814		$	(8,272	)		$	—

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Debt Notes (Details) (USD $)	3 Months Ended			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013 Term Loan [Member]	Mar. 31, 2014 Unsecured Debt [Member]
Debt Instrument [Line Items]
Term Loan Principal Amount			$ 750,000,000
Notes, net	$ 5,477,656,000	$ 5,477,088,000
Debt Instrument, Maturity Date Range, End	Dec. 31, 2026
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.04%			1.32%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum	7.25%			7.57%
Weighted Average Interest Rate	4.92%

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Derivative and Other Fair Value Instruments

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Derivatives and Fair Value [Text Block]

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 $5.2 billion and $5.8 billion, respectively, at March 31, 2014. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $6.1 billion (Level 2), respectively, at March 31, 2014. The carrying values of the Company's mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.2 billion and $5.6 billion, respectively, at December 31, 2013. The fair values of the Company’s mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $5.9 billion (Level 2), respectively, at December 31, 2013. The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, lines of credit and derivative instruments), 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 Company may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.

The following table summarizes the Company’s consolidated derivative instruments at March 31, 2014 (dollar amounts are in thousands):

	Forward Starting Swaps (1)
Current Notional Balance	$	450,000
Lowest Possible Notional	$	450,000
Highest Possible Notional	$	450,000
Lowest Interest Rate	2.125		%
Highest Interest Rate	3.230		%
Earliest Maturity Date	2024
Latest Maturity Date	2025

(1) Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances. These swaps have mandatory counterparty terminations in 2015 and 2016, and are targeted to 2014 and 2015 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. 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 March 31, 2014 and December 31, 2013, respectively (amounts in thousands):

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	3/31/2014		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:
Forward Starting Swaps	Other Assets	$	11,428	$	—	$	11,428	$	—
Supplemental Executive Retirement Plan	Other Assets	88,010		88,010		—		—
Total		$	99,438	$	88,010	$	11,428	$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	4,670	$	—	$	4,670	$	—
Supplemental Executive Retirement Plan	Other Liabilities	88,010		88,010		—		—
Total		$	92,680	$	88,010	$	4,670	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	405,276	$	—	$	405,276	$	—

				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2013		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:
Forward Starting Swaps	Other Assets	$	18,710	$	—	$	18,710	$	—
Supplemental Executive Retirement Plan	Other Assets	83,845		83,845		—		—
Total		$	102,555	$	83,845	$	18,710	$	—
Liabilities
Supplemental Executive Retirement Plan	Other Liabilities	$	83,845	$	83,845	$	—	$	—
Total		$	83,845	$	83,845	$	—	$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	363,144	$	—	$	363,144	$	—

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

March 31, 2014 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	N/A	$	—	N/A	N/A	$	—
Total		$	—			$	—

March 31, 2013 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	$	(1,471	)	Fixed rate debt	Interest expense	$	1,471
Total		$	(1,471	)			$	1,471

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the quarters ended March 31, 2014 and 2013, respectively (amounts in thousands):

	Effective Portion							Ineffective Portion
March 31, 2014 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	$	(11,952	)	Interest expense	$	(4,129	)	N/A	$	—
Total	$	(11,952	)		$	(4,129	)		$	—

	Effective Portion						Ineffective Portion
March 31, 2013 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	$	2,814	Interest expense	$	(8,272	)	N/A	$	—
Total	$	2,814		$	(8,272	)		$	—

As of March 31, 2014 and December 31, 2013, there were approximately $163.6 million and $155.8 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at March 31, 2014, the Company may recognize an estimated $21.9 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending March 31, 2015.

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Subsequent Events/Other

3 Months Ended

Mar. 31, 2014

Subsequent Events Other [Abstract]

Subsequent Events/Other

14. Subsequent Events/Other

Subsequent Events

Subsequent to March 31, 2014, the Company:

• Acquired one land parcel for $10.3 million;

• Disposed of a portion of a land parcel for $8.2 million;

• Repaid $3.1 million of mortgage loans;

• Entered into $50.0 million of forward starting swaps to hedge changes in interest rates related to future secured or unsecured debt issuances; and

• Closed on the sale of its unconsolidated interest in the German portfolio fund and the German management company, representing the sale of the majority of the remaining German assets that were acquired as part of the Archstone Acquisition.

Other

During the quarters ended March 31, 2014 and 2013, the Company incurred charges of $0.5 million and $2.6 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs are included in other expenses in the accompanying consolidated statements of operations and comprehensive income. See Note 4 for details on the property acquisition costs related to the Archstone Transaction.

During the quarter ended March 31, 2014, the Company settled a dispute with the seller/co-developer of a land parcel located in Florida and received $0.5 million, which is included in interest and other income in the accompanying consolidated statements of operations and comprehensive income.

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Deposits - Restricted (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Restricted Cash and Cash Equivalents Items [Line Items]
Earnest Money On Acquisitions	$ 1,344	$ 4,514
Restricted deposits on real estate investments	44,037	53,771
Resident security and utility deposits	45,195	44,777
Other Restricted Cash	505	505
Restricted Cash and Cash Equivalents	$ 91,081	$ 103,567

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Equity, Capital and Other Interests Redeemable (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Redeemable Noncontrolling Interests - Operating Partnership	$ 405,276	$ 363,144
Change in market value	44,530
Change in carrying value	(2,398)
Limited Partners Change In Redemption Value	44,530
Limited Partners Change In Carrying Value	$ (2,398)

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
REVENUES
Rental income	$ 630,725	$ 502,562
Fee and asset management	2,717	2,160
Total revenues	633,442	504,722
EXPENSES
Property and maintenance	125,573	98,529
Real estate taxes and insurance	82,094	65,095
Property management	22,118	22,489
Fee and asset management	1,662	1,646
Depreciation	185,167	196,222
General and administrative	17,576	16,495
Total expenses	434,190	400,476
Operating Income	199,252	104,246
Interest and other income	605	320
Other expenses	(657)	(21,719)
Interest:
Expense incurred, net	(113,049)	(194,467)
Amortization of deferred financing costs	(2,792)	(6,948)
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net (loss) on sales of land parcels and discontinued operations	83,359	(118,568)
Income and other tax (expense) benefit	(222)	(405)
(Loss) from investments in unconsolidated entities	(1,409)	(46,366)
Net (loss) on sales of land parcels	(30)	0
Income (loss) from continuing operations	81,698	(165,339)
Discontinued operations, net	1,034	1,226,373
Net income	82,732	1,061,034
Net (income) attributable to Noncontrolling Interests:
Net (Income) Attributable to Noncontrolling Interest	(3,093)	(43,323)
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties	(504)	(25)
Net income attributable to controlling interests	79,135	1,017,686
Preferred distributions	(1,036)	(1,036)
Net income available to Common Shares	$ 78,099	$ 1,016,650
Earnings per share - basic:
Income (loss) from continuing operations available to Common Shares	$ 0.214	$ (0.473)
Net income available to Common Shares	$ 0.217	$ 3.012
Weighted average Common Shares outstanding	360,470	337,532
Earnings per share - diluted:
Income (loss) from continuing operations available to Common Shares	$ 0.213	$ (0.473)
Net income available to Common Shares	$ 0.216	$ 3.012
Weighted average Common Shares outstanding	376,384	337,532
Distributions declared per Common Share outstanding	$ 0.50	$ 0.40

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CONSOLIDATED STATEMENTS OF CASH FLOWS OF ERP OPERATING LIMITED PARTNERSHIP (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 82,732	$ 1,061,034
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	185,167	220,038
Amortization of deferred financing costs	2,792	7,176
Amortization of Intangible Assets	829	292
Amortization of discounts and premiums on debt	(2,938)	(7,071)
Amortization of deferred settlements on derivative instruments	3,996	8,139
Write-off of pursuit costs	452	2,533
Loss from investments in unconsolidated entities	1,409	46,366
Distributions from unconsolidated entities - return on capital	914	257
Net (gain) on sales of discontinued operations	(71)	(1,198,922)
Unrealized (gain) on derivative instruments	(3)	0
Compensation paid with Company Common Shares	12,981	10,236
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(418)	1,733
Decrease in mortgage deposits	375	1,651
Decrease in other assets	18,613	15,220
Increase in accounts payable and accrued expenses	55,263	47,498
(Decrease) increase in accrued interest payable	(169)	1,039
(Decrease) in other liabilities	(26,194)	(18,437)
Increase (decrease) in security deposits	1,143	(5,268)
Net cash provided by operating activities	336,903	193,514
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to Acquire Businesses, Net of Cash Acquired	0	(4,000,643)
Investment in real estate - acquisitions	(148,535)	0
Investment in real estate - development/other	(122,340)	(65,232)
Improvements to real estate	(32,191)	(26,599)
Additions to non-real estate property	(159)	(1,942)
Interest capitalized for real estate and unconsolidated entities under development	(12,792)	(8,413)
Proceeds from disposition of real estate, net	0	2,955,398
Investments in unconsolidated entities	(6,254)	(283)
Proceeds From Distributions Received From Unconsolidated Subsidiaries	7,680	0
Decrease in deposits on real estate acquisitions and investments, net	12,904	101,668
(Increase) decrease in mortgage deposits	(91)	4,473
Acquisition of Noncontrolling Interests – Partially Owned Properties	(2,501)	0
Net cash (used for) investing activities	(304,279)	(1,041,573)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(60)	(13,869)
Mortgage Deposits	(1,643)	(632)
Mortgage notes payable:
Scheduled principal repayments	(3,034)	(3,244)
Notes, net:
Proceeds from Notes Payable	0	750,000
Line of Credit Facility:
Proceeds	1,751,000	5,850,000
Repayments	(1,568,000)	(5,455,000)
Proceeds from exercise of options	15,785	7,174
Payment of offering costs	0	(406)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,684	3,299
Contributions - Noncontrolling Interests - Operating Partnership	3	3
Distributions:
Noncontrolling Interests – Partially Owned Properties	(4,113)	(3,345)
Net cash (used for) provided by financing activities	(48,949)	291,556
Net (decrease) in cash and cash equivalents	(16,325)	(556,503)
Cash and cash equivalents, beginning of period	53,534	612,590
Cash and cash equivalents, end of period	37,209	56,087
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	112,152	182,356
Net cash paid for income and other taxes	596	483
AmortizationOfDeferredFinancingCosts [Abstract]
Amortization Of Deferred Financing Costs Investment In Real Estate Net	0	(1)
Amortization Of Deferred Financing Costs Deferred Financing Costs Net	2,792	7,177
Amortization of discounts and premiums on debt:
Mortgage notes payable	(3,506)	(7,557)
Notes, net	568	486
Amortization of deferred settlements on derivative instruments:
Other liabilities	(133)	(133)
Losses reclassified into earnings from other comprehensive income	(4,129)	(8,272)
Loss From Investments In Unconsolidated Entities [Abstract]
Income Loss From Equity Method Investments Merger	472	42,213
Other Liabilities Loss From Investments in unconsolidated entities	937	4,153
Distributions from unconsolidated entities return on capital [Abstract]
Distributions from unconsolidated entities investments in unconsolidated entities	862	257
Distributions from unconsolidated entities other liabilities	52	0
Unrealized (gain) on derivative instruments:
Other assets	7,279	1,471
Notes, net	0	(1,471)
Other liabilities	4,670	(2,814)
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Acquisition of Archstone, net of cash acquired [Abstract]
Acquisition of Archstone Investment in Real Estate Net	39,929	(8,707,967)
Acquisition of Archstone Investments in Unconsolidated Entities	(33,993)	(218,197)
Acquisition of Archstone Deposits Restricted	0	(474)
Acquisition of Archstone Escrow Deposits Mortgage	0	(35,898)
Acquisition of Archstone Deferred Financing Costs	0	(25,780)
Acquisition of Archstone Other Assets	(2,586)	(204,523)
Acquisition of Archstone Mortgage Notes Payable	0	3,076,876
Acquisition of Archstone Accounts Payable And Accrued Liabilities	(146)	17,593
Acqusition of Archstone Interest Payable	0	11,256
Acquisition of Archstone Other Liabilities	(3,204)	117,391
Acquisition of Archstone Security Deposits	0	10,949
Acquisition of Archstone Common Shares Issued	0	1,929,868
Acquisition of Archstone Noncontrolling Interests Partially Owned Properties	0	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(12,774)	(8,089)
Investments in unconsolidated entities	(18)	(324)
Investments in unconsolidated entities [Abstract]
Investments in unconsolidated entities	(1,454)	(283)
Investments in unconsolidated entities other liabilities	(4,800)	0
Other:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(91)	873
OPERATING PARTNERSHIP
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	82,732	1,061,034
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	185,167	220,038
Amortization of deferred financing costs	2,792	7,176
Amortization of Intangible Assets	829	292
Amortization of discounts and premiums on debt	(2,938)	(7,071)
Amortization of deferred settlements on derivative instruments	3,996	8,139
Write-off of pursuit costs	452	2,533
Loss from investments in unconsolidated entities	1,409	46,366
Distributions from unconsolidated entities - return on capital	914	257
Net loss on sales of land parcels	30	0
Net (gain) on sales of discontinued operations	(71)	(1,198,922)
Unrealized (gain) on derivative instruments	(3)	0
Compensation paid with Company Common Shares	12,981	10,236
Changes in assets and liabilities:
(Increase) decrease in deposits – restricted	(418)	1,733
Decrease in mortgage deposits	375	1,651
Decrease in other assets	18,613	15,220
Increase in accounts payable and accrued expenses	55,263	47,498
(Decrease) increase in accrued interest payable	(169)	1,039
(Decrease) in other liabilities	(26,194)	(18,437)
Increase (decrease) in security deposits	1,143	(5,268)
Net cash provided by operating activities	336,903	193,514
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to Acquire Businesses, Net of Cash Acquired	0	(4,000,643)
Investment in real estate - acquisitions	(148,535)	0
Investment in real estate - development/other	(122,340)	(65,232)
Improvements to real estate	(32,191)	(26,599)
Additions to non-real estate property	(159)	(1,942)
Interest capitalized for real estate and unconsolidated entities under development	(12,792)	(8,413)
Proceeds from disposition of real estate, net	0	2,955,398
Investments in unconsolidated entities	(6,254)	(283)
Proceeds From Distributions Received From Unconsolidated Subsidiaries	7,680	0
Decrease in deposits on real estate acquisitions and investments, net	12,904	101,668
(Increase) decrease in mortgage deposits	(91)	4,473
Acquisition of Noncontrolling Interests – Partially Owned Properties	(2,501)	0
Net cash (used for) investing activities	(304,279)	(1,041,573)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs	(60)	(13,869)
Mortgage Deposits	(1,643)	(632)
Mortgage notes payable:
Lump sum payoffs	0	(584,020)
Scheduled principal repayments	(3,034)	(3,244)
Notes, net:
Proceeds from Notes Payable	0	750,000
Line of Credit Facility:
Proceeds	1,751,000	5,850,000
Repayments	(1,568,000)	(5,455,000)
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,741	1,763
Proceeds from exercise of options	15,785	7,174
Payments For Repurchase Of Op Units	(1,777)	0
Payment of offering costs	0	(406)
Contributions - Noncontrolling Interests - Partially Owned Properties	5,684	3,299
Contributions - Noncontrolling Interests - Operating Partnership	3	3
Distributions:
OP Units - General Partner	(234,282)	(249,330)
Preference Units	(1,036)	0
OP Units - Limited Partners	(9,217)	(10,837)
Noncontrolling Interests – Partially Owned Properties	(4,113)	(3,345)
Net cash (used for) provided by financing activities	(48,949)	291,556
Net (decrease) in cash and cash equivalents	(16,325)	(556,503)
Cash and cash equivalents, beginning of period	53,534	612,590
Cash and cash equivalents, end of period	37,209	56,087
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	112,152	182,356
Net cash paid for income and other taxes	596	483
AmortizationOfDeferredFinancingCosts [Abstract]
Amortization Of Deferred Financing Costs Investment In Real Estate Net	0	(1)
Amortization Of Deferred Financing Costs Deferred Financing Costs Net	2,792	7,177
Amortization of discounts and premiums on debt:
Mortgage notes payable	(3,506)	(7,557)
Notes, net	568	486
Amortization of deferred settlements on derivative instruments:
Other liabilities	(133)	(133)
Losses reclassified into earnings from other comprehensive income	4,129	8,272
Loss From Investments In Unconsolidated Entities [Abstract]
Income Loss From Equity Method Investments Merger	472	42,213
Other Liabilities Loss From Investments in unconsolidated entities	937	4,153
Distributions from unconsolidated entities return on capital [Abstract]
Distributions from unconsolidated entities investments in unconsolidated entities	862	257
Distributions from unconsolidated entities other liabilities	52	0
Unrealized (gain) on derivative instruments:
Other assets	7,279	1,471
Notes, net	0	(1,471)
Other liabilities	4,670	(2,814)
Unrealized holding (losses) gains arising during the period	(11,952)	2,814
Acquisition of Archstone, net of cash acquired [Abstract]
Acquisition of Archstone Investment in Real Estate Net	39,929	(8,707,967)
Acquisition of Archstone Investments in Unconsolidated Entities	(33,993)	(218,197)
Acquisition of Archstone Deposits Restricted	0	(474)
Acquisition of Archstone Escrow Deposits Mortgage	0	(35,898)
Acquisition of Archstone Deferred Financing Costs	0	(25,780)
Acquisition of Archstone Other Assets	(2,586)	(204,523)
Acquisition of Archstone Mortgage Notes Payable	0	3,076,876
Acquisition of Archstone Accounts Payable And Accrued Liabilities	(146)	17,593
Acqusition of Archstone Interest Payable	0	11,256
Acquisition of Archstone Other Liabilities	(3,204)	117,391
Acquisition of Archstone Security Deposits	0	10,949
Acquisition of Archstone Common Shares Issued	0	1,929,868
Acquisition of Archstone Noncontrolling Interests Partially Owned Properties	0	28,263
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	(12,774)	(8,089)
Investments in unconsolidated entities	(18)	(324)
Investments in unconsolidated entities [Abstract]
Investments in unconsolidated entities	(1,454)	(283)
Investments in unconsolidated entities other liabilities	(4,800)	0
Other:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	$ (91)	$ 873

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
REVENUES
Disposal Group Including Discontinued Operation Rental Revenue	$ 1,023		$ 81,782
Disposal Group, Including Discontinued Operation, Revenue	1,023		81,782
EXPENSES (1)
Disposal Group Including Discontinued Operation Property And Maintenance	48	[1]	20,424	[1]
Disposal Group Including Discontinued Operation Real Estate Taxes And Insurance	13	[1]	8,594	[1]
Disposal Group Including Discontinued Operations Property Management	0		1	[1]
Disposal Group Including Discontinued Operation Depreciation	0	[1]	23,816	[1]
Disposal Group Including Discontinued Operation General And Administrative	5	[1]	8	[1]
Disposal Group, Including Discontinued Operation, Operating Expense	66	[1]	52,843	[1]
Disposal Group, Including Discontinued Operation, Operating Income (Loss)	957		28,939
Disposal Group Including Discontinued Operation Interest And Other Income	35		52
Disposal Group Including Discontinued Operation Other Expenses	0		(2)
Interest (2)
Expense Incurred, Net	0	[2]	(1,252)	[2]
Disposal Group Including Discontinued Operation Amortization Of Deferred Financing Costs	0	[2]	(228)	[2]
Discontinued Operation, Tax Effect of Discontinued Operation	(29)		(58)
Income Loss From Discontinued Operations	963		27,451
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	71		1,198,922
Discontinued operations, net	$ 1,034		$ 1,226,373

[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.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

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. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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, 2013 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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, 2013.

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 tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of March 31, 2014, the Company has recorded a deferred tax asset, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.

Other

Other

The Company is the controlling partner in various consolidated partnerships owning 20 properties and 4,020 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. 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 $10.0 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 March 31, 2014, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $52.5 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 March 31, 2014 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, 2013, companies are required to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). Companies are also required to report changes in AOCI balances. For significant items reclassified out of AOCI to net income in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required 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.

Effective January 1, 2014, companies are required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount a company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount a company expects to pay on behalf of its co-obligors. Companies are required to disclose the nature and amount of the obligation as well as other information about those obligations. This does not have a material effect on the Company's consolidated results of operations or financial position.

Effective January 1, 2015, the criteria for reporting discontinued operations will change. Only disposals representing a strategic shift in operations that has a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies will also be required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company adopted this standard effective January 1, 2014 but did not have any dispositions in the first quarter of 2014. Adoption of this standard did not have a material effect on the Company's overall consolidated results of operations or financial position. However, adoption will result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications.

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Business (Details)	Mar. 31, 2014	Mar. 31, 2013
Noncontrolling Interest, Ownership Percentage by Parent	96.20%
Number of States in which Entity Operates	12
Number of Real Estate Properties	396
Number of Units in Real Estate Property	111,537
Property/Unit schedule
Wholly Owned Properties	367
Master Leased Properties Acquired		3
Partially Owned Consolidated Properties	20
Partially Owned Unconsolidated Properties	4
Military Housing Properties	2
Wholly Owned Units	99,936
Master Leased Units	853
Partially Owned Consolidated Units	4,020
Partially Owned Unconsolidated Units	1,669
Military Housing Units	5,059

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Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

8.    Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnership’s $750.0 million unsecured term loan facility 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 March 31, 2014, the Company had outstanding mortgage debt of approximately $5.2 billion.

During the quarter ended March 31, 2014, the Company:

▪ Repaid $3.0 million of mortgage loans.

As of March 31, 2014, the Company had $700.5 million of secured debt subject to third party credit enhancement.

As of March 31, 2014, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through May 1, 2061. At March 31, 2014, the interest rate range on the Company’s mortgage debt was 0.04% to 7.25%. During the quarter ended March 31, 2014, the weighted average interest rate on the Company’s mortgage debt was 4.22%.

Notes

As of March 31, 2014, the Company had outstanding unsecured notes of approximately $5.5 billion.

As of March 31, 2014, scheduled maturities for the Company’s outstanding notes were at various dates through 2026. At March 31, 2014, the interest rate range on the Company’s notes was 1.32% to 7.57%. During the quarter ended March 31, 2014, the weighted average interest rate on the Company’s notes was 4.92%.

Lines of Credit

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 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. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays 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 March 31, 2014, the amount available on the credit facility was $2.17 billion (net of $34.7 million which was restricted/dedicated to support letters of credit and net of $298.0 million outstanding). During the quarter ended March 31, 2014, the weighted average interest rate was 0.98%.