EQUITY RESIDENTIAL (EQR)

Pro Forma Condensed Consolidated Balance Sheets

                The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheets of Equity Residential and ERP Operating Limited Partnership (collectively, the “Company”) are presented as if the properties had been acquired on September 30, 2007.  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.  These Pro Forma Condensed Consolidated Balance Sheets should be read in conjunction with the Pro Forma Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2007 and for the year ended December 31, 2006 and the historical consolidated financial statements and notes thereto of the Company reported on Forms 10-Q for the nine-month period ended September 30, 2007 and on Forms 10-K for the year ended December 31, 2006, as updated on Forms 8-K dated August 28, 2007.  In management’s opinion, all adjustments necessary to reflect the acquisitions of the Florida Portfolio, Berkeley Portfolio, Teresina at Lomas Verdes, Upper West Side Portfolio and Greenwood Properties have been made.  The following Pro Forma Condensed Consolidated Balance Sheets do not purport to represent the future financial position of the Company.

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Pro Forma Condensed Consolidated Balance Sheets

The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheets of Equity Residential and ERP Operating Limited Partnership (collectively, the “Company”) are presented as if Kenwood Mews, The Gallery and San Marcos had been acquired on September 30, 2006.  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.  These Pro Forma Condensed Consolidated Balance Sheets should be read in conjunction with the Pro Forma Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2006 and for the year ended December 31, 2005 and the historical consolidated financial statements and notes thereto of the Company reported on Forms 10-Q for the nine-month period ended September 30, 2006 and on Forms 10-K for the year ended December 31, 2005, as updated on Form 8-K dated August 15, 2006.  In management’s opinion, all adjustments necessary to reflect the acquisitions of 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, Uptown Square, Kenwood Mews, The Gallery and San Marcos have been made.  The following Pro Forma Condensed Consolidated Balance Sheets are not necessarily indicative of what the actual financial position would have been assuming the above transactions had been consummated at September 30, 2006, nor do they purport to represent the future financial position of the Company.

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Pro Forma Condensed Consolidated Balance Sheets

The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheets of Equity Residential and ERP Operating Limited Partnership (collectively, the “Company”) are presented as if Trump Place, Oak Mill I, Stoney Ridge and Skyline Towers had been acquired on September 30, 2005. 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. These Pro Forma Condensed Consolidated Balance Sheets should be read in conjunction with the Pro Forma Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2005 and for the year ended December 31, 2004 and the historical consolidated financial statements and notes thereto of the Company reported on Forms 10-Q for the nine-month period ended September 30, 2005 and on Forms 10-K for the year ended December 31, 2004, as updated on Forms 8-K dated December 2, 2005. In management’s opinion, all adjustments necessary to reflect the acquisitions of Trump Place, Harbor Steps, Northlake, Oak Mill I, Stoney Ridge and Skyline Towers have been made. The following Pro Forma Condensed Consolidated Balance Sheets are not necessarily indicative of what the actual financial position would have been assuming the above transactions had been consummated at September 30, 2005, nor do they purport to represent the future financial position of the Company.

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Pro Forma Condensed Consolidated Balance Sheets

The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheets of Equity Residential and ERP Operating Limited Partnership (collectively, the “Company”) are presented as if Trump Place had been acquired on September 30, 2005.  These Pro Forma Condensed Consolidated Balance Sheets should be read in conjunction with the Pro Forma Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2005 and for the year ended December 31, 2004 and the historical consolidated financial statements and notes thereto of the Company reported on Forms 10-Q for the nine-month period ended September 30, 2005 and on Forms 10-K for the year ended December 31, 2004, as updated on Forms 8-K dated December 2, 2005.  In management’s opinion, all adjustments necessary to reflect the acquisition of Trump Place have been made.  The following Pro Forma Condensed Consolidated Balance Sheets are not necessarily indicative of what the actual financial position would have been assuming the above transaction had been consummated at September 30, 2005, nor do they purport to represent the future financial position of the Company.

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