EQUITY RESIDENTIAL (EQR)

Notes to Pro Forma Condensed Consolidated Balance Sheets

(A)Represents the consolidated balance sheets of Equity Residential and ERP Operating Limited Partnership (collectively, the “Company”) as of September 30, 2007, as contained in the unaudited historical consolidated financial statements and notes thereto filed on their respective Form 10-Q’s. The Florida Portfolio, Berkeley Portfolio, Teresina at Lomas Verdes, Upper West Side Portfolio and Greenwood Properties were previously acquired on January 4, 2007, April 18, 2007, April 25, 2007, June 12, 2007, and July 27, 2007, respectively, and as a result, these acquisitions are already reflected in the historical amounts as of September 30, 2007. The Florida Portfolio was acquired for a total purchase price of $404.0 million plus closing costs of $0.2 million and was financed through the use of $4.0 million of earnest money deposits and the revolving lines of credit. The Berkeley Portfolio was acquired for a total purchase price of $145.9 million plus closing costs of $1.2 million and was financed through the use of $3.0 million of earnest money deposits, assumption of debt of $66.7 million and the revolving lines of credit. Teresina at Lomas Verdes was acquired for a total purchase price of $90.3 million and was financed through the use of $1.3 million of earnest money deposits, assumption of debt of $45.4 million and the revolving lines of credit. The Upper West Side Portfolio was acquired for a total purchase price of $180.0 million plus closing costs of $1.5 million and was financed through the use $171.1 million of tax-deferred 1031 exchange proceeds from dispositions and the revolving line of credit. The Greenwood Properties were acquired for a total purchase price of $82.5 million plus closing costs of $0.1 million and was financed through the use $81.7 million of tax-deferred 1031 exchange proceeds from dispositions and the revolving lines of credit.

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Notes to Pro Forma Condensed Consolidated Balance Sheets

(A)      Represents the consolidated balance sheets of Equity Residential and ERP Operating Limited Partnership (collectively the “Company”) as of September 30, 2006, as contained in the unaudited historical consolidated financial statements and notes thereto filed on their respective Form 10-Q’s.  600 Washington Street, Cove at Boynton Beach I & II, Missions at Sunbow, Tuscany at Lindbergh, The Park at Turtle Run, Estates at Wellington Green, Playa Pacifica, Kings Colony, Lincoln Green and Uptown Square were previously acquired on February 1, 2006, February 14, 2006, March 9, 2006, March 17, 2006, May 4, 2006 June 20, 2006, June 21, 2006, June 27, 2006, July 18, 2006 and August 15, 2006, respectively, and as a result, these acquisitions are already reflected in the historical amounts as of September 30, 2006.  600 Washington Street was acquired for a total purchase price of $75.0 million plus closing costs of $1.0 million and was financed through the use of $7.5 million of earnest money deposits and the revolving lines of credit.  Cove at Boynton Beach I & II was acquired for a total purchase price of $96.5 million plus closing costs of $0.3 million and was financed through the use of $2.0 million of earnest money deposits and by the revolving lines of credit.  Missions at Sunbow was acquired for a total purchase price of $87.8 million and was financed by the revolving lines of credit.  Tuscany at Lindbergh was acquired for a total purchase price of $50.5 million and was financed by the revolving lines of credit.  The Park at Turtle Run was acquired for a total purchase price of $51.4 million and was financed through the use of $0.5 million of earnest money deposits and by the revolving lines of credit.  Estates at Wellington Green was acquired for a total purchase price of $84.7 million and was financed through the use of $0.5 million of earnest money deposits and by the revolving lines of credit.  Playa Pacifica was acquired for a total purchase price of $68.5 million and was financed through the use of $25.4 million of tax-deferred 1031 exchange proceeds from dispositions, $2.0 million of earnest money deposits and by the revolving lines of credit.  Kings Colony was acquired for a total purchase price of $67.5 million and was financed through the use of $0.5 million of earnest money deposits and by the revolving lines of credit.  Lincoln Green was acquired for a total purchase price of $39.3 million and was financed through the use of $1.0 million in earnest money deposits and the revolving lines of credit.  Uptown Square was acquired for a total purchase price of $118.0 million plus closing costs of $0.1 million and was financed by the revolving lines of credit.

(B)        Represents the acquisition of Kenwood Mews for a total purchase price of $38.7 million.  The acquisition of Kenwood Mews was initially financed by the revolving lines of credit.

(C)        Represents the acquisition of The Gallery for a total purchase price of $64.6 million.  The acquisition of The Gallery was initially financed by the assumption of $34.5 million of mortgage notes payable and by the revolving lines of credit.

(D)       Represents the acquisition of San Marcos for a total purchase price of $51.2 million.  The acquisition of San Marcos was initially financed by the revolving lines of credit.

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Notes to Pro Forma Condensed Consolidated Balance Sheets

(A)      Represents the consolidated balance sheets of Equity Residential and ERP Operating Limited Partnership (collectively the “Company”) as of September 30, 2005, as contained in the unaudited historical consolidated financial statements and notes thereto filed on their respective Form 10-Q’s. Harbor Steps and Northlake were previously acquired on September 23, 2005 and September 2, 2005, respectively, and as a result, both acquisitions are already reflected in the historical amounts as of September 30, 2005. Harbor Steps was acquired for a total purchase price of $217.3 million (amount includes $26.2 million to reflect the above-market premiums on the mortgage notes payable assumed) plus closing costs of $1.1 million and was financed by the assumption of $121.3 million of mortgage notes payable and approximately $70.9 million through the use of tax-deferred 1031 exchange proceeds from dispositions and earnest money deposits. Northlake was acquired for a total purchase price of $37.7 million plus closing costs of $0.5 million and was financed through the use of $33.1 million of tax-deferred 1031 exchange proceeds from dispositions and by the revolving lines of credit.

(B)        Represents the acquisition of Trump Place for a total purchase price of $808.8 million plus closing costs of $2.4 million. Although this Pro Form Condensed Consolidated Balance Sheet assumes the acquisition of Trump Place would be financed initially by the revolving lines of credit, the Company’s near-term intention is to finance the acquisition through the use of tax-deferred 1031 exchange proceeds from dispositions.

(C)        Represents the acquisition of Oak Mill I and Stoney Ridge:

•                  Oak Mill I was acquired for a total purchase price of $22.6 million (amount includes $1.2 million to reflect the above-market premiums on the mortgage notes payable assumed) plus closing costs of $0.5 million. The acquisition of Oak Mill I was partially financed by the assumption of $13.2 million of mortgage notes payable, the issuance of $5.0 million of OP Units and by the revolving lines of credit. The Company capitalized financing costs of $0.2 million related to costs incurred to assume the mortgage notes payable at acquisition.

•                  Stoney Ridge was acquired for a total purchase price of $32.0 million (amount includes $0.2 million to reflect the above-market premiums on the mortgage notes payable assumed) plus closing costs of $0.1 million. The acquisition of Stoney Ridge was financed by the assumption of $16.6 million of mortgage notes payable and $15.3 million through the use of tax-deferred 1031 exchange proceeds. The Company capitalized financing costs of $0.2 million related to costs incurred to assume the mortgage notes payable at acquisition.

(D)       Represents the acquisition of Skyline Towers for a total purchase price of $169.4 million (amount includes $3.8 million to reflect the above-market premiums on the mortgage notes payable assumed) plus closing costs of $0.3 million. The acquisition of Skyline Towers was financed initially by the assumption of $90.0 million of mortgage notes payable and by the revolving lines of credit. The Company capitalized financing costs of $1.0 million related to costs incurred to assume the mortgage notes payable at acquisition.

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