EQR 10-K Annual Report Dec. 31, 2023 | Alphaminr
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EQR 10-K Fiscal year ended Dec. 31, 2023

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EQUITY RESIDENTIAL
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegaItem 4. Mine Safety DisclosuresItem 4. Mine SaPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StoItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitaItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemeItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure Regarding Foreign JPart IIIPart IVItem 15. Exhibit and Financial Statement SchedulesItem 15. Exhibit and FinaItem 16. Form 10-k SummaryItem 16. Form

Exhibits

3.1 Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004. Included as Exhibit 3.1 to Equity Residentials Form 10-K for the year ended December 31, 2004. 3.2 Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015. Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015. 3.3 First Amendment to Eighth Amended and Restated Bylaws of Equity Residential, dated November 20, 2017. Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on November 20, 2017. 3.4 Second Amendment to Eighth Amended and Restated Bylaws of Equity Residential, effective as of May 4, 2020. Included as Exhibit 3.1 to Equity Residential's Form 8-K dated May 4, 2020, filed on May 8, 2020. 3.5 Seventh Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership, dated as of March 18, 2021 and effective as of January 1, 2020. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 18, 2021, filed on March 24, 2021. 3.6 Form of Preference Unit Term Sheet for 3.00% Series Q Cumulative Redeemable Preference Units. Included as Exhibit 3.1 to ERP Operating Limited Partnership's Form 8-K dated April 13, 2023, filed on April 19, 2023. 4.1 Description of Equity Residential Common Shares Registered Under Section 12 of the Securities Exchange Act of 1934. Attached herein. 4.2 Description of ERP Operating Limited Partnership Notes Registered Under Section 12 of the Securities Exchange Act of 1934. Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2019. 4.3 Description of ERP Operating Limited Partnership OP Units Registered Under Section 12 of the Securities Exchange Act of 1934. Attached herein. 4.5 First Supplemental Indenture to Indenture, dated as of September 9, 2004. Included as Exhibit 4.2 to ERP Operating Limited Partnerships Form 8-K, filed on September 10, 2004. 4.6 Second Supplemental Indenture to Indenture, dated as of August 23, 2006. Included as Exhibit 4.1 to ERP Operating Limited Partnerships Form 8-K dated August 16, 2006, filed on August 23, 2006. 4.7 Third Supplemental Indenture to Indenture, dated as of June 4, 2007. Included as Exhibit 4.1 to ERP Operating Limited Partnerships Form 8-K dated May 30, 2007, filed on June 1, 2007. 4.8 Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011. Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011. 4.9 Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016. Included as Exhibit 4.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2015. 4.10 Form of 3.375% Note due June 1, 2025. Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. 4.12 Form of 2.850% Note due November 1, 2026. Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016. 4.13 Form of 3.250% Note due August 1, 2027. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. 4.14 Form of 3.500% Note due March 1, 2028. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018. 4.15 Form of 4.150% Note due December 1, 2028. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018. 4.16 Form of 3.000% Note due July 1, 2029. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 17, 2019, filed on June 20, 2019. 4.17 Form of 2.500% Note due February 15, 2030. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 20, 2019, filed on August 22, 2019. 4.18 Form of 1.850% Note due August 1, 2031. Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 3, 2021, filed on August 5, 2021. 4.19 Form of 4.500% Note due July 1, 2044. Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014. 4.20 Form of 4.500% Note due June 1, 2045. Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. 4.21 Form of 4.000% Note due August 1, 2047. Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. 10.2 Revolving Credit Agreement, dated as of October 26, 2022, among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, and the financial institutions party thereto. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 26, 2022, filed on October 27, 2022. 10.4 * Equity Residential 2019 Share Incentive Plan. Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 27, 2019, filed on July 1, 2019. 10.5 * Equity Residential 2011 Share Incentive Plan. Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011. 10.6 * First Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012. 10.7 * Second Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013. 10.8 * Third Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014. 10.9 * Fourth Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014. 10.10 * Fifth Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2016. 10.11 * Sixth Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.18 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2016. 10.12 * Seventh Amendment to 2011 Share Incentive Plan. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2017. 10.13 * Form of 2022 Long-Term Incentive Plan Award Agreement. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2022. 10.15 * Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer. Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009. 10.16 * Form of Indemnification Agreement between the Company and each trustee and executive officer. Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003. 10.17 * Form of Executive Retirement Benefits Agreement. Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006. 10.19 * Age 62 Retirement Agreement, dated September 4, 2018, by and between Equity Residential and David J. Neithercut. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2018. 10.20 * The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective April 1, 2017. Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2017. 10.21 * Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of June 1, 2020. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2020. 10.22 * Amendment to the Equity Residential Supplemental Executive Retirement Plan, effective as of October 1, 2022. Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2022. 10.23 * The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005. Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008. 10.24 Distribution Agreement, dated May 18, 2022. Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022. 10.25 Form of Master Forward Sale Confirmation. Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022. 10.26 Archstone Residual JV, LLC Limited Liability Company Agreement. Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. 10.27 Archstone Parallel Residual JV, LLC Limited Liability Company Agreement. Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. 10.28 Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement. Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. 10.29 Legacy Holdings JV, LLC Limited Liability Company Agreement. Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. 21 List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership. Attached herein. 23.1 Consent of Ernst & Young LLP - Equity Residential. Attached herein. 23.2 Consent of Ernst & Young LLP - ERP Operating Limited Partnership. Attached herein. 31.1 Equity Residential - Certification of Mark J. Parrell, Chief Executive Officer. Attached herein. 31.2 Equity Residential - Certification of Robert A. Garechana, Chief Financial Officer. Attached herein. 31.3 ERP Operating Limited Partnership - Certification of Mark J. Parrell, Chief Executive Officer of Registrant's General Partner. Attached herein. 31.4 ERP Operating Limited Partnership - Certification of Robert A. Garechana, 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 Mark J. Parrell, 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 Robert A. Garechana, 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 Mark J. Parrell, 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 Robert A. Garechana, Chief Financial Officer of Registrant's General Partner. Attached herein. 97 Incentive-Based Compensation Clawback Policy. Attached herein.