Attn: | Mr. Kevin Woody Accounting Branch Chief Division of Corporation Finance Office of Real Estate and Business Services |
Re: | Equity Residential Form 10-K for the Fiscal Year Ended December 31, 2010 File No. 001-12252 |
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ERP Operating Limited Partnership Form 10-K for the Fiscal Year Ended December 31, 2010 File No. 000-24920 |
1. | We have read and considered your response to comment 2. Based upon the information provided we are unable to agree with your current classification of your acquisition expenses within your consolidated Statements of Cash Flows as these amounts directly affect net income. Therefore, in future filings, please reclassify all acquisition-related costs as an operating activity within your Statement of Cash Flow. | ||
The Company will reclassify its acquisition-related costs to operating activities within its Consolidated Statements of Cash Flows in all future filings. In addition, the Companys Form 10-Q for the quarter ended March 31, 2011, which was filed on May 5, 2011, complies with this presentation. |
| the Company is responsible for the adequacy and accuracy of the disclosure in the filing; | ||
| staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | ||
| the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely, Equity Residential ERP Operating Limited Partnership By Equity Residential, its General Partner |
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/s/ Mark J. Parrell | ||||
Mark J. Parrell | ||||
Executive Vice President and Chief Financial Officer | ||||
/s/ Ian S. Kaufman | ||||
Ian S. Kaufman | ||||
Senior Vice President and Chief Accounting Officer | ||||
cc: | Philip Childs, Ernst & Young LLP Gregory Hayes, DLA Piper LLP (US) |